HomeMy WebLinkAboutOrdinance 2009-323
ORDINANCE NO. 2009- 323
AN ORDINANCE OF THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA AUTHORIZING
A LOAN IN THE PRINCIPAL AMOUNT OF $20,000,000 IN
ORDER TO FINANCE THE COST OF CAPITAL
EXPENDITURES TO BE MADE BY THE CITY;
APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION BY THE MAYOR OR VICE MAYOR OF A
PROMISSORY NOTE AND A LOAN AGREEMENT IN
SUBST ANTIALL Y THE SAME FORM A TT ACHED HERETO
AS EXHIBIT "A" WITH BANK OF AMERICA, N.A.;
PROVIDING FOR SEVERABILITY; PROVIDING FOR
REPEALER; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach (the City"), a municipal corporation, is duly
created and existing pursuant to the Constitution and Laws of the State of Florida; and
WHEREAS, the City Commission of the City (the "City Commission") finds and
determines that there is a substantial need for the financing of certain capital projects to be
owned by the City (the "Projects") permitted by Florida Statutes and State Constitution; and
WHEREAS, the City Commission finds and determines that it is in the best interest of
the City that the City borrow the funds to undertake such capital projects; and
WHEREAS, this Ordinance is enacted pursuant to the Constitution and Laws of the State
of Florida.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISISON OF THE CITY
OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Incorporation of Recitals. The foregoing recitals are hereby ratified and
confirmed as being true and correct and are hereby made a specific part by this Ordinance upon
enactment hereof.
Section 2. Definitions. Words and phrases used in capitalized form in this Ordinance and
not otherwise defined herein shall have the meanings ascribed hereto in the Loan Agreement
(hereinafter defined) and, in addition, the following words and phrases shall have the following
meanings when used herein:
"Authorized Signatory" means anyone of the Mayor, Vice-Mayor or City Manager of the
City.
"Loan Amount" means $20,000,000.00.
"Projects" shall have the meaning ascribed to it in the recitals to this Ordinance.
Section 3. Authorization of Transaction. In order to obtain funds to acquire, construct
and equip the Projects as may be authorized by the City Commission from time to time, the City
is authorized to obtain a loan (the "Loan") from and to borrow from Bank of America, N.A. (the
"Bank") the Loan Amount.
The City Commission finds and determines that a negotiated borrowing and sale to be
undertaken in the form of the Loan from the Bank as described in the Loan Agreement and
herein is in the best interest of the City (rather than a sale through competitive bidding) because
the Loan offers (i) borrowing at lower costs than available alternatives and (ii) flexibility of
financing that could not be obtained in a sale through competitive bidding.
Section 4. Loan Agreement and Promissory Note. The City is authorized to execute a
Loan Agreement with the Bank in substantially the form attached hereto as Exhibit A (the "Loan
Agreement") and to execute the Promissory Note (the "Promissory Note") in substantially the form
attached to the Loan Agreement. The forms and terms of the Loan Agreement and Promissory
Note Uointly, the "Loan Documents") attached hereto are hereby approved by the City and the
Authorized Signatory is authorized to execute the same, with such changes as may be approved
by the Authorized Signatory, such approval to be conclusively evidenced by the execution thereof
by the Authorized Signatory. The interest rate borne by the Promissory Note shall be (i) if the
City has entered into a Rate Lock Agreement with the Bank, the interest rate set forth therein,
and (ii) otherwise the sum of (a) 1.90% plus (b) 63.7% of the 10 year interest rate swap as
published in the Federal Reserve Statistical Release H.15 on the day two business days prior to
the date of the Promissory Note.
Section 5. Severability. If any provision of this Ordinance shall be held or deemed to
be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect
any other provision herein or render any other provision (or such provision in any other context)
invalid, inoperative or unenforceable to any extent whatever.
Section 6. Applicable Provisions of Law. This Ordinance shall be governed by and
construed in accordance with the laws of the State of Florida.
Section 7. Authorizations. The Mayor or Vice-Mayor in consultation with the City
Manager are authorized and empowered, collectively or individually, to take all action and steps
and to execute all instruments, documents, and contracts on behalf of the City that are necessary or
desirable in connection with the completion of the Loan. The Authorized Signatory is authorized
to make on behalf of the City any elections or designations necessary or desirable in connection
with the arbitrage provisions of Section 148 of the Internal Revenue Code of 1986 (the "Code")
and/or the provisions of Section 265 of the Code regarding qualified tax-exempt obligations.
Section 8.
repealed.
Repealer. All Ordinances or parts thereof in conflict herewith are hereby
Section 9. Effective Date. This Ordinance shall take effect immediately upon its
enactment after second reading.
2
PASSED and ENACTED on First Reading the ~~ay of y)') AY ,2009.
PASSED and ENACTED on Second Reading this .5~day of 0U AI f. .2009
I
~~AL
':Jane A. Hines, CMC, City Clerk
~ ATTEST:
Moved by: ~~ Sc.\\'OLl
Second by: \flU vY\~ t\.l~L~
VOTE AS FOLLOWS: 5-0
( v) yes
( V) yes
(~ yes
U,L) yes
~yes
L)no
<-) no
<-) no
<-) no
L)no
Mayor Edelcup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Scholl
3
...........
TRANSCRIPT OF PROCEEDINGS
$20,000,000.00
CITY OF SUNNY ISLES BEACH, FLORIDA
PROMISSORY NOTE
DATED June 8, 2009
TIME OF CLOSING
The closing was held June 8, 2009 (the "Closing Date").
LIST OF CLOSING DOCUMENTS
1. Certified Copy of Ordinance No. 2009-323 and City Charter.
2. Notice of Sale sent to Division of Bond Finance.
3. Loan Agreement.
4. Copy of Note.
5. Certificate of the Issuer.
6. State of Florida Division of Bond Finance Form BF-2003/BF-2004-B.
7. Certificate as to Arbitrage and Other Tax Matters.
8. Form 8038-G and Transmittal Letter.
9. Disclosure Statement of Bank.
10. Opinion of Bank Counsel.
11. Opinion of City Attorney.
12, Funding Instruction Letter.
13. Certificate of the City.
CITY CLERK CERTIFICATE
The undersigned duly appointed, qualified and acting City Clerk of the CITY OF SUNNY
ISLES BEACH, FLORIDA (the "City") does hereby certify in connection with the City's
$20,000,000 Promissory Note dated June 8, 2009 (the "Note") in favor of Bank of America, N.A. (the
"Bank") and the execution and delivery of the Loan Agreement relating to the Notes between the
Bank and the City (the "Loan Agreement") that attached hereto are true and correct copies of the
following instruments and the same are in full force and effect on the date hereof and have not been
amended, supplemented, modified or repealed:
(a) Charter of the City; and
(b) Ordinance No. 2009-323 enacted by the City Commission of the City on
June 5, 2009 authorizing the execution of the Loan Agreement and the
execution and delivery of the Note.
Except as set forth above, there are no ordinances or other resolutions relating to the Notes.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City as
ofthe 8th day of June, 2009.
[SEAL]
By: ~~.~
Jane A. Hines, CMC, City Clerk
ORDINANCE NO. 2009- 32.3
AN ORDINANCE OF THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA AUTHORIZING
A LOAN IN THE PRINCIPAL AMOUNT OF $20,000,000 IN
ORDER TO FINANCE THE COST OF CAPITAL
EXPENDITURES TO BE MADE BY THE CITY;
APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION BY THE MAYOR OR VICE MAYOR OF A
PROMISSORY NOTE AND A LOAN AGREEMENT IN
SUBST ANTIALL Y THE SAME FORM A IT ACHED HERETO
AS EXHIBIT "A" WITH BANK OF AMERICA, N.A.;
PROVIDING FOR SEVERABILITY; PROVIDING FOR
REPEALER; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach (the City"), a municipal corporation, is duly
created and existing pursuant to the Constitution and Laws of the State of Florida; and
WHEREAS, the City Commission of the City (the "City Commission") finds and
determines that there is a substantial need for the financing of certain capital projects to be
owned by the City (the "Projects") permitted by Florida Statutes and State Constitution; and
WHEREAS, the City Commission finds and determines that it is in the best interest of
the City that the City borrow the funds to undertake such capital projects: and
WHEREAS, this Ordinance is enacted pursuant to the Constitution and Laws of the State
of Florida.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISISON OF THE CITY
OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Incorporation of Recitals. The foregoing recitals are hereby ratified and
confirmed as being true and correct and are hereby made a specific part by this Ordinance upon
enactment hereof.
Section 2. Definitions. Words and phrases used in capitalized form in this Ordinance and
not otherwise defined herein shall have the meanings ascribed hereto in the Loan Agreement
(hereinafter defined) and, in addition, the following words and phrases shall have the following
meanings when used herein:
"Authorized Signatory" means anyone of the Mayor, Vice-Mayor or City Manager of the
City.
"Loan Amount" means $20,000,000.00.
"Projects" shall have the meaning ascrihed to it in the recitals to this Ordinance.
Section 3. Authorization of Transaction. In order to obtain funds to acquire, construct
and equip the Projects as may be authorized by the City Commission from time to time. the City
is authorized to obtain a loan (the "Loan") from and to borrow from Bank of America, N.A. (the
"Bank") the Loan Amount.
The City Commission finds and determines that a negotiated borrowing and sale to be
undertaken in the form of the Loan from the Bank as described in the Loan Agreement and
herein is in the best interest of the City (rather than a sale through competitive bidding) because
the Loan offers (i) borrowing at lower costs than available alternatives and (ii) flexibility of
financing that could not be obtained in a sale through competitive bidding.
Section 4. Loan Agreement and Promissory Note. The City is authorized to execute a
Loan Agreement with the Bank in substantially the form attached hereto as Exhibit A (the "Loan
Agreement") and to execute the Promissory Note (the "Promissory Note") in substantially the form
attached to the Loan Agreement. The forms and terms of the Loan Agreement and Promissory
Note Uointly, the "Loan Documents") attached hereto are hereby approved by the City and the
Authorized Signatory is authorized to execute the same, with such changes as may be approved
by the Authorized Signatory, such approval to be conclusively evidenced by the execution thereof
by the Authorized Signatory. The interest rate borne by the Promissory Note shall be (i) if the
City has entered into a Rate Lock Agreement with the Bank, the interest rate set forth therein,
and (ii) otherwise the sum of (a) 1.90% plus (b) 63.7% of the 10 year interest rate swap as
published in the Federal Reserve Statistical Release H.15 on the day two business days prior to
the date of the Promissory Note.
Section 5. Severability. If any provision of this Ordinance shall be held or deemed to
be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect
any other provision herein or render any other provision (or such provision in any other context)
invalid. inoperative or unenforceable to any extent whatever.
Section 6. Applicable Provisions of Law. This Ordinance shall be governed by and
construed in accordance with the laws of the State of Florida.
Section 7. Authorizations. The Mayor or Vice-Mayor in consultation with the City
Manager are authorized and empowered, collectively or individually. to take all action and steps
and to execute all instruments, documents, and contracts on behalf of the City that are necessary or
desirable in connection with the completion of the Loan. The Authorized Signatory is authorized
to make on behalf of the City any elections or designations necessary or desirable in connection
with the arbitrage provisions of Section 148 of the Internal Revenue Code of 1986 (the "Code")
and/or the provisions of Section 265 of the Code regarding qualified tax-exempt obligations.
Section 8.
repealed.
Repealer. All Ordinances or parts thereof in conflict herewith are hereby
Section 9. Effective Date. This Ordinance shall take effect immediately upon its
enactment after second reading.
2
PASSED and ENACTED on First Reading the ~~ay of fh AY .2009.
PASSED and ENACTED on Second Reading this S~day of \)"'"L4A1 f. .2009
ATTEST:
~~lt ~~
,Jllne A. Hines, CMC, City Clerk
It '.--
Moved by: Ul~ ~)Ll
Second by: VlU VY\t\~ l\-l.\'\t-~
VOTE AS FOLLOWS: 5-0
( ~) yes
(12) yes
< v) yes
<-0 yes
< ~ ves
L)no
<_) no
<_) no
<_) no
L)no
Mayor Edelcup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Scholl
3
Bond Finance - Local Bond Monitoring: Notice of Sale Confirmation
Page] of]
STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND
MONITORING
lJJgout
.._..~.__.------_._--~-_._---_._----~--_._._-----
NOTICE OF SALE STATUS
Notice of Sale submission successful.
SUBMIT DATE: 06/04/2009
CLOSING DATE:
city of sunny isles beach, florida $20,000,000 promissory
note
6/8/2009
6/8/2009
BOND ISSUE NAME:
SALE DATE:
Printthis page
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6/4/2009
LOAN AGREEMENT
This LOAN AGREEMENT (the "Agreement") is made and entered into as of June 8, 2009,
and is by and between the City of Sunny Isles Beach, Florida, a municipal corporation of the State
of Florida, and its successors and assigns (the "City"), and Bank of America, N.A., a national
banking association, and its successors and assigns, as holder(s) of the hereinafter defined Note (the
"Bank").
The parties hereto, intending to be legally bound hereby and in consideration of the mutual
covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.01 Definitions. The words and terms used in this Agreement shall hilVe the
meanings as set forth in the recitals above and the following words and terms as used in this
Agreement shall have the following meanings:
"Agreement" shall mean this Loan Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"A vailable Non Ad Valorem Revenues" means all Non Ad Valorem Revenues other than (i)
any revenues which are restricted by a contract in existence on the date hereof, or created subsequent
to the date hereof in connection with the incurrence of debt permitted by Section 3 .02(b) hereof,
from being used to pay principal and interest on the Note, (ii) any revenues which are prohibited by
a general or special law of the State in existence on the date hereof from being used to pay principal
and interest on the Note and (iii) any source of Non Ad Valorem Revenue which is created after the
date hereof and which is prohibited by a general or special law of the State from being used to pay
principal and interest on the Note.
"Bond Counsel" means an attorney-at-law or firm of such attomeys having expertise in the
legal aspects of the issuance of indebtedness by states and political subdivisions thereof.
"Budgeted Revenues" means, to the extent provided in Section 3.06 hereof, the Available
Non Ad Valorem Revenues.
"Business Day" means any day except any Saturday or Sunday or day on which the Principal
Office of the Bank is lawfully closed.
"Closing Date" means the date so indicated in the Note,
"Code" means the Internal Revenue Code of 1986, as amended, and any Treasury
Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto.
"Costs" means, with respect to the Project, any lawful expenditure of the City which meets
the further requirements of this Agreement.
"Event of Default" shall mean an event of default specified in Article VI of this Agreement.
"Loan" shall mean the loan by the Bank to the City contemplated hereby.
"Loan Amount" means $20,000,000.00.
"Loan Documents" means this Agreement and the Note.
"Non Ad Valorem Revenues" means all revenues of the City not derived from ad valorem
taxation.
"Note" means the City's Promissory Note in the form attached hereto as Attachment "A."
"Notice Address" means,
As to the City:
City Manager and City Attorney
City of Sunny Isles Beach, Florida
18070 Collins Avenue
Sunny Isles Beach, FL 33160
As to the Bank:
Bank of America, N.A.
9000 Southside Boulevard
Building 100
Jacksonville, Florida 32256
or to such other address as either party may have specified in writing to the other using the
procedures specified in Section 7.06.
"Principal Office" means, with respect to the Bank, the office located at 9000 Southside
Boulevard, Building 100, Jacksonville, Florida, 32256, or such other office as the Bank may
designate to the City in writing.
"Project" means the acquisition, construction and equipping of real and personal property to
be owned by the City as may be authorized by the City Commission from time to ti~e.
"State" means the State of Florida.
Section 1.02 Titles and Headings. The titles and headings of the articles and sections of
this Agreement have been inserted for convenience of reference only and are not to be considered
a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall
not be considered or given any effect in construing this Agreement or any provision hereof or in
ascertaining intent, if any question of intent should arise,
-2-
.-
ARTICLE II
REPRESENTATIONS OF TOWN
The City represents and warrants to the Bank that:
Section 2.01 Powers of City. The City is a municipal corporation, duly organized and
validly existing under the laws of the State. The City has the power to borrow the amount provided
for in this Agreement, to execute and deliver the Loan Documents, to secure the Note in the manner
contemplated hereby and to perform and observe all the terms and conditions ofthe Loan Documents
on its part to be performed and observed.
Section 2.02 Authorization of Loan. The City had, has, or will have, as the case may be,
at all relevant times, full legal right, power, and authority to execute the Loan Documents, to make
the Note, and to carry out and consummate all other transactions contemplated hereby, and the City
has complied and will comply with all provisions of applicable law in all material matters relating
to such transactions, The City has duly authorized the borrowing ofthe amount provided for in this
Agreement, the execution and delivery of this Agreement, and the making and delivery of the Note
to the Bank and to that end the City warrants that it will take all action and will do all things which
it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed
and to provide for and to assure payment ofthe Note. The Note has been duly authorized, executed,
issued and delivered to the Bank and constitutes the legal, valid and binding obligation of the City
enforceable in accordance with the terms thereof and the terms hereof, and is entitled to the benefits
and security of this Agreement, subject to the provisions ofthe bankruptcy laws of the United States
of America and to other applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting creditors' rights, heretofore or hereinafter enacted, to the extent
constitutionally applicable, and provided that its enforcement may also be subject to equitable
principles that may affect remedies or other equitable relief, or to the exercise of judicial discretion
in appropriate cases. All approvals, consents, and orders of and filings with any governmental
authority or agency which would constitute a condition precedent to the issuance ofthe Note or the
execution and delivery of or the performance by the City of its obligations under this Agreement and
the Note have been obtained or made and any consents, approvals, and orders to be received or
filings so made are in full force and effect.
Section 2.03 No Violation of Law or Contract. The City is not in default in any material
respect under any agreement or other instrument to which it is a party or by which it may be bound,
the breach of which could result in a material and adverse impact on the financial condition of the
City or the ability of the City to perform its obligations hereunder and under the Note. The making
and performing by the City ofthis Agreement and the Note will not violate any applicable provision
oflaw, and will not result in a material breach of any of the terms of any agreement or instrument
to which the City is a party or by which the City is bound, the breach of which could result in a
material and adverse impact on the financial condition of the City or the ability of the City to
perform its obligations hereunder and under the Note,
Section 2.04 Pending or Threatened Litigation. There are no actions or proceedings
pending against the City or affecting the City or, to the knowledge of the City, threatened, which,
-3-
either in any case or in the aggregate, might result in any material adverse change in the financial
condition of the City, or which question the validity of this Agreement or the Note or of any action
taken or to be taken in connection with the transactions contemplated hereby or thereby.
Section 2.05 Financial Information. The financial information regarding the City furnished
to the Bank by the City in connection with the Loan is complete and accurate, and there has been no
material and adverse change in the financial condition of the City from that presented in such
information.
ARTICLE III
COVENANTS OF THE CITY
Section 3.01 Affirmative Covenants. For so long as any of the principal amount of or
interest on the Note is outstanding or any duty or obligation ofthe City hereunder or under the Note
remains unpaid or unperformed, the City covenants to the Bank as follows:
(a) Payment. The City shall pay the principal of and the interest on the Note at the time
and place and in the manner provided herein and in the Note,
(b) Use of Proceeds. Proceeds from the Note will be used only to finance costs of the
Project and to pay closing costs of the Loan.
(c) Notice of Defaults, The City shall within ten (10) days after it acquires knowledge
thereof, notify the Bank in writing at its Notice Address upon the happening, occurrence, or
existence of any Event of Default, and any event or condition which with the passage of time or
giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such
written notice, a detailed statement by a responsible officer of the City of all relevant facts and the
action being taken or proposed to be taken by the City with respect thereto.
(d) Maintenance of Existence. The City will take all legal action within its control in
order to maintain its existence until all amounts due and owing from the City to the Bank under this
Agreement and the Note have been paid in full.
(e) Records. The City agrees that any and all records ofthe City with respect to the Loan
shall be open to inspection by the Bank or its representatives at all reasonable times at the offices
the City.
(f) Financial Statements. The City will cause an audit to be completed of its books and
accounts and shall furnish to the Bank audited year-end financial statements ofthe City certified by
an independent certified public accountant to the effect that such audit has been conducted in
accordance with generally accepted auditing standards and stating whether such financial statements
present fairly in all material respects the financial position ofthe City and the results of its operations
and cash flows for the periods covered by the audit report, all in conformity with generally accepted
accounting principles applied on a consistent basis. The City shall provide the Bank with the City's
-4-
-
audited financial statements for each fiscal year ending on or after September 30,2007 within 270
days after the end thereof.
(g) Notice of Liabilities, The City shall promptly inform the Bank in writing of any actual
or potential contingent liabilities or pending or threatened litigation of any amount that could
reasonably be expected to have a material and adverse effect upon the financial condition of the City
or upon the ability of the City to perform its obligation hereunder and under the Note.
(h) Insurance. The City shall maintain such liability, casualty and other insurance as is
reasonable and prudent for similarly situated governmental entities of the State of Florida.
(i) Compliance with Laws. The City shall comply with all applicable federal, state and
local laws and regulatory requirements, the violation of which could reasonably be expected to have
a material and adverse effect upon the financial condition of the City or upon the ability of the City
to perform its obligation hereunder and under the Note.
U) Payment of Document Taxes. In the event the Note or this Agreement should be
subject to the excise tax on documents or the intangible personal property tax of the State, the City
shall pay such taxes or reimburse the Bank for any such tax~s paid by it.
Section 3.02 Negative Covenants. For so long as any ofthe principal amount of or interest
on the Note is outstanding or any duty or obligation ofthe City hereunder or under the Note remains
unpaid or unperformed, the City covenants to the Bank as follows:
(a) No Adverse Borrowings. The City shall not issue or incur any indebtedness or
obligation ifsuch would materially and adversely affect the ability of the City to pay debt service on
the Note or any other amounts owing by the City under this Agreement.
(b) Anti-Dilution Covenant. Without the prior written consent ofthe Bank, the City shall
not hereafter incur any indebtedness payable from any Non Ad Valorem Revenues (which includes
any increases in the outstanding amount under any line of credit or similar arrangement), unless (i)
the aggregate Available Non Ad Valorem Revenues received by the City during the two fiscal years
most recently concluded prior to the incurrence of such debt equals or exceeds 300% of the
maximum annual debt service in the then current or any future fiscal year of the City on debt,
including the proposed debt, secured by and/or payable from such Available Non Ad Valorem
Revenues; and (ii) the maximum annual debt service requirements in the then current or any future
fiscal year of the City for all debt, including the proposed debt, secured by and/or payable from Non
Ad Valorem Revenues will not exceed 20% of governmental fund revenues (defined as general fund,
special fund, debt service fund and capital projects funds) of the City for the fiscal year most recently
concluded prior to the incurrence of such proposed debt, exclusive of (i) ad valorem revenues
restricted to payment of debt service on any debt and (ii) any debt proceeds. For purposes of
calculating the foregoing, if any indebtedness bears a rate of interest that is not fixed for the entire
term of the debt (excluding any provisions that adjust the interest rate upon a change in tax law or
in the tax treatment of interest on the debt or upon a default), then the interest rate on such
indebtedness shall be assumed to be the highest of (i) the average rate of actual interest borne by
such indebtedness during the most recent complete month prior to the date of issuance of such
-5-
proposed indebtedness, (ii) for tax-exempt debt, The Bond Buyer Revenue Bond Index last published
in the month preceding the date of issuance of such proposed indebtedness plus one percent, (iii) for
taxable debt, the yield on a U.S. Treasury obligation with a constant maturity closest to but not
before the maturity date of such indebtedness, as reported in Statistical Release H,15 ofthe Federal
Reserve on the last day of the month preceding the date of issuance of such proposed indebtedness,
plus three percent, provided that if the City shall have entered into an interest rate swap or interest
rate cap or shall have taken any other action which has the effect of fixing or capping the interest rate
on such indebtedness for the entire term thereof, then such fixed or capped rate shall be used as the
applicable rate for the period of such swap or cap, and provided further that if The Bond Buyer
Revenue Bond Index or Statistical Release H.15 of the Federal Reserve is no longer available or no
longer contains the necessary data, such other comparable source of comparable data as selected by
the Bank shall be utilized in the foregoing calculations.
Section 3.03. Automatic Payment Procedure. On the due date thereof, the City hereby
authorizes the Bank to automatically deduct from a bank account of the City designated to the Bank
the amount of any payment of principal or interest due from the City to the Bank under this
Agreement or the Note. Ifthe funds in the account are insufficient to cover any payment, the Bank
shall not be obligated to advance funds to cover the payment. The Bank covenants that it shall not
debit the City's account for any amount in excess ofthe principal and interest due from the City to
the Bank as the same becomes due.
Section 3.04. Registration and Exchange of Note. The Note is owned by Bank of America,
N.A. The ownership of the Note may only be transferred, and the City will transfer the ownership
of the Note, upon written request of the Bank specifying the name, address and taxpayer
identification number ofthe transferee, and the City will keep a record setting forth the identification
of the owner of the Note.
Section 3.05. Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become
mutilated, or be destroyed, stolen or lost, the City shall issue and deliver a new Note, in exchange
and in substitution for such mutilated Note, or in lieu of and in substitution for the Note destroyed,
stolen or lost and upon the Bank furnishing the City proof of ownership thereof and indemnity
reasonably satisfactory to the City and paying such expenses as the City may incur.
Section 3.06. Payment of Principal and Interest: Limited Obligation. The City promises that
it will promptly pay the principal of and interest on the Note at the place, on the dates and in the
manner provided therein, provided that the City may be compelled to pay the principal of and interest
on the Note solely from the Budgeted Revenues, and nothing in the Note or this Loan Agreement
shall be construed as pledging any other funds or assets ofthe City to such payment or as authorizing
such payment to b~ made from any other source, Nothing herein shall, however, prevent the City
from using any lawfully available funds to pay its obligations hereunder and under the Note. The
City is not and shall not be liable for the payment of the principal of and interest on the Note or for
the performance of any pledge, obligation or agreement for payment undertaken by the City
hereunder or under the Note from any property other than the Budgeted Revenues. The Bank shall
not have any right to resort to legal or equitable action to require or compel the City to make any
payment required by the Note or this Loan Agreement from any source other than the Budgeted
Revenues.
-6-
The City covenants that, so long as the Note shall remain unpaid or any other amounts are
owed by the City under this Agreement or the Note, it will appropriate in its annual budget, by
amendment, if required, from-the Available Non Ad Valorem Revenues, amounts sufficient to pay
the principal of and interest on the Note and other amounts owed under this Agreement as the same
shall become due. In the event that the amount previously budgeted for such purpose is ever
insufficient to pay such principal and interest on the Note and other amounts owed under this
Agreement, the City covenants to take action to amend its budget as soon as reasonably practicable
so as to budget and appropriate an amount from the Available Non Ad Valorem Revenues sufficient
to pay such debt service on the Note and such other amounts. The covenant to budget and
appropriate does not create a lien upon or pledge of the Non Ad Valorem Revenues. Such covenants
to budget and appropriate from Available Non Ad Valorem Revenues shall be cumulative to the
extent not paid and shall continue until Available Non Ad Valorem Revenues sufficient to make all
required payments have been budgeted, appropriated and used to pay such debt service on the Note
and such other amounts.
Notwithstanding the foregoing covenant, the City does not covenant to maintain any service
or programs now provided or maintained by the City which generate Non Ad Valorem Revenues.
Section 3,07 Officers and Employees of the City Exempt from Personal Liability. No
recourse under or upon any obligation, covenant or agreement of this Loan Agreement or the Note
or for any claim based hereon or thereon or otherwise in respect thereof, shall be had against any
officer, agent or employee, as such, ofthe City past, present or future, it being expressly understood
(a) that the obligation ofthe City under this Agreement and under the Note is solely a corporate one,
limited as provided in the preceding Section 3.06, (b) that no personal liability whatsoever shall
attach to, or is or shall be incurred by, the officers, agents, or employees, as such, of the City, or any
ofthem, under or by reason of the obligations, covenants or agreements contained in this Agreement
or implied therefrom, and (c) that any and all such personal liability of, and any and all such rights
and claims against, every such officer, agent, or employee, as such, of the City under or by reason
of the obligations, covenants or agreements contained in this Agreement and under the Note, or
implied therefrom, are waived and released as a condition of, and as a consideration for, the
execution of this Agreement and the issuance of the Note on the part of the City.
Section 3.08. Business Days. In any case where the due date of interest on or principal of
the Note is not a Business Day, then payment of such principal or interest need not be made on such
date but may be mad.e on the next succeeding Business Day, provided that credit for payments made
shall not be given until the payment is actually received by the Bank.
Section 3.09. Tax Representations, Warranties and Covenants of the City.
(a) The City hereby covenants and represents that it has taken and caused to be taken and
shall make and take and cause to be made and taken all actions that may be required of it for the
interest on the Note to be and remain excluded from the gross income of the Bank for federal income
tax purposes to the extent set forth in the Code, and that to the best of its knowledge it has not taken
or permitted to be taken on its behalf, and covenants that to the best of its ability and within its
control, it shall not make or take, or permit to be made or taken on its behalf, any action which, if
made or taken, would adversely affect such exclusion under the provisions of the Code,
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The City acknowledges that the continued exclusion of interest on the Note from gross
income for federal income tax purposes depends, in part, upon compliance with the arbitrage
limitations imposed by Sections 1 03(b )(2) and 148 of the Code. The City hereby acknowledges
responsibility to take all reasonable actions necessary to comply with these requirements. The City
hereby agrees and covenants that it shall not permit at any time or times any of the proceeds of the
Note or other funds ofthe City to be intentionally used, directly or indirectly, to acquire or to replace
funds which were used directly or indirectly to acquire any higher yielding investments (as defined
in Section 148 ofthe Code), the acquisition of which would cause the Note to be an arbitrage bond
for purposes of Sections 1 03(b )(2) and 148 ofthe Code. The City further agrees and covenants that
it shall do and perform all acts and things necessary in order to assure that the requirements of
Sections 103(b)(2) and 148 of the Code are met.
Specifically, without intending to limit in any way the generality of the foregoing, the City
covenants and agrees:
(1) to pay to the United States of America at the times required pursuant to
Section 148(f) of the Code, the excess of the amount earned on all non-purpose investments
(as defined in Section 148( f)( 6) of the Code) (other than investments attributed to an excess
described in this sentence) over the amount which would have been earned if such
non-purpose investments were invested at a rate equal to the yield on the Note, plus any
income attributable to such excess (the "Rebate Amount");
(2) to maintain and retain all records pertaining to and to be responsible for
making or causing to be made all determinations and calculations ofthe Rebate Amount and
required payments of the Rebate Amount as shall be necessary to comply with the Code; and
(3) to comply with all representations and restrictions contained in any Certificate
as to Arbitrage and Other Tax Matters executed by the City in connection with the Note.
The City understands that the foregoing covenants impose continuing obligations on it to
comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code
so long as such requirements are applicable.
(b) The City will comply with, and timely make or cause to be made all filings required
by, all effective rules, rulings or regulations promulgated by the Department of the Treasury or the
. Internal Revenue Service.
(c) The City will not use, invest, direct or permit the investment of the proceeds of the
Note or any investment earnings thereon in a manner that will result in the Note becoming a "private
activity bond" within the meaning of Sections 141 and 145 of the Code.
(d) The City will not use or permit to be used more than ten percent (10%) of the
proceeds of the Note (including any amounts used to pay costs associated with issuing the Note),
including all investment income earned on such proceeds directly or indirectly, in any trade or
business carried on by any person who is not the City or a state or political subdivision or
instrumentality thereof as those terms are used in Section 103 of the Code (an "Exempt Person").
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( e) The City will not use or permit the use of any portion of the proceeds of the Note,
including all investment income earned on such proceeds, directly or indirectly, to make or finance
loans to persons who are not Exempt Persons.
(f) The City has not entered into, and will not enter into, any arrangement with any
person or organization (other than an Exempt Person) which provides for such person or
organization to manage, operate, or provide services with respect to more than 10% of the property
financed with the proceeds of the Note (a "Service Contract"), unless the guidelines set forth in
Revenue Procedure 97-13 (or the guidelines set forth in Revenue Procedure 93-19, to the extent
applicable, or any new, revised or additional guidelines applicable to Service Contracts) (the
"Guidelines"), are satisfied, except to the extent it obtains a private letter ruling from the Internal
Revenue Service or an opinion of nationally recognized Bond Counsel which allows for a variation
from the Guidelines.
(g) The City will not cause the Note to be treated as "federally guaranteed" for purposes
of Section 149 of the Code, as may be modified in any applicable rules, rulings, policies, procedures,
regulations or other official statements promulgated or proposed by the Department of the Treasury
or the Internal Revenue Service with respect to "federally guaranteed" obligations described in
Section 149 of the Code, For purposes of this paragraph, the Note shall be treated as "federally
guaranteed" if (i) all or any portion of the principal or interest is or will be guaranteed directly or
indirectly by the United States of America or any agency or instrumentality thereof, or (ii) 5% or
more of the proceeds of the Note will be (A) used in making loans the payment of principal or
interest with respect to which is to be guaranteed in whole or in part by the United States of America
or any agency or instrumentality thereof, or (B) invested directly or indirectly in federally insured
deposits or accounts, and (iii) such guarantee is not described in Section 149(b )(3) of the Code.
The terms "debt service," "gross proceeds," "net proceeds," "proceeds," and "yield" have the
meanings assigned to them for purposes of Section 148 of the Code.
Section 3.10. Section 265 Designation of Note.
The reasonably anticipated amount of tax-exempt obligations (other than obligations
described in clause (ii) of Section 265(b)(3)(C) ofthe Code), which have been or will be issued by
the City and all entities which are subordinate to or which issue obligations on behalf of the City
during 2009 does not exceed $30,000,000, and the City hereby designates the Note as a "qualified
tax-exempt obligation" ("QTEO") for purposes of Section 265(b )(3)(B)(i) ofthe Code, and the City
covenants and agrees not to take any action or to fail to take any action if such action or failure
would cause the Note to no longer be a QTEO.
ARTICLE IV
CONDITIONS OF LENDING
The obligations of the Bank to lend hereunder are subject to the following conditions
precedent:
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Section 4.01 Representations and Warranties. The representations and warranties set forth
in this Agreement and the Note are and shall be true and correct on and as ofthe date hereof and as
of the date of each Advance.
Section 4.02 No Default. On the date hereof, and as of the date of each Advance, the City
shall be in compliance with all the terms and provisions set forth in this Agreement and the Note on
its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse
of time or both, would constitute such an Event of Default, shall have occurred and be continuing
at such time.
Section 4.03 Supporting Documents. On or prior to the date hereof, the Bank shall have
received the following supporting documents, all of which shall be satisfactory in form and
substance to the Bank (such satisfaction to be evidenced by the purchase ofthe Note by the Bank):
(a) the opinion of the attorney for the City or bond counsel to the City, regarding the due
authorization, execution, delivery, validity and enforceability of the Ordinance, this Agreement and
the Note;
(b) the opinion of counsel to the Bank to the effect that, (1) the interest on such Note is
excluded from gross income for federal income tax purposes and such Note is not an item of tax
preference under Section 57 of the Code, (2) the Note and the income thereon are exempt from the
Florida excise tax on documents and intangible personal property tax and (3) the Note is a QTEO;
and
(c) such additional supporting documents as the Bank may reasonably request.
ARTICLE V
FUNDING THE LOAN
Section 5.01 The Loan. The Bank hereby agrees to Loan to the City the Loan Amount on
the date hereof and upon the terms and conditions set forth in this Agreement. The City agrees to
repay the principal amount borrowed plus interest thereon, upon the terms and conditions set forth
in this Agreement and the Note.
Section 5.02 Description and Payment Terms of the Note. To evidence the obligation of
the City to repay the Loan, the City shall make and deliver to the Bank the Note in the form attached
hereto as Exhibit A.
ARTICLE VI
EVENTS OF DEFAULT
Section 6,01 General. An "Event of Default" shall be deemed to have occurred under this
Agreement if:
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(a) The City shall fail to make any payment of the principal of or interest on the Loan
when the same shall become due and payable, whether by maturity, by acceleration at the discretion
of the Bank as provided for in Section 6.02, or otherwise; or
(b) The City shall default in the performance of or compliance with any term or covenant
contained in this Agreement or the Note, other than a term or covenant a default in the performance
of which or noncompliance with which is elsewhere specifically dealt with, which default or
non-compliance shall continue and not be cured within thirty (30) days after (i) notice thereof to the
City by the Bank, or (ii) the Bank is notified of such noncompliance or should have been so notified
pursuant to the provisions of Section 3.0l(c) of this Agreement, whichever is earlier; or
(c) Any representation or warranty made in writing by or on behalf of the City in this
Agreement or the Note shall prove to have been false or incorrect in any material respect on the date
made or reaffirmed; or
(d) The City admits in writing its inability to pay its debts generally as they become due
or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents
to the appointment of a receiver or trustee for itself;. or
( e) The City is adjudged insolvent by a court of competent jurisdiction, or it is adjudged
a bankrupt on a petition in bankruptcy filed by or against the City, or an order, judgment or decree
is entered by any court of competent jurisdiction appointing, without the consent of the City, a
receiver or trustee of the City or of the whole or any part of its property, and if the aforesaid
adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety
(90) days from the date of entry thereof; or
(f) The City shall file a petition or answer seeking reorganization or any arrangement
under the federal bankruptcy laws or any other applicable law or statute of the United States of
America or the State; or
(g) The City shall default in the due and punctual payment or performance of covenants
related to (i) any obligation for the payment of money to the Bank or any other subsidiary or affiliate
of Bank of America Corporation or (ii) any obligation for the repayment of borrowed money in an
amount in excess of $250,000 to any other obligee.
Section 6.02 Effect of Event of Default.
Immediately and without notice, upon the occurrence of any Event of Default, the Bank may
declare all obligations of the City under this Agreement and the Note to be immediately due and
payable without further action of any kind and upon such declaration the Note and the interest
accrued thereon shall become immediately due and payable. In addition, and regardless whether
such declaration is or is not made, the Bank may also seek enforcement of and exercise all remedies
available to it under any applicable law.
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ARTICLE VII
MISCELLANEOUS
Section 7.01 No Waiver: Cumulative Remedies. No failure or delay on the part of the Bank
in exercising any right, power, remedy hereunder or under the Note shall operate as a waiver of the
Bank's rights, powers and remedies hereunder, nor shall any single or partial exercise of any such
right, power or remedy preclude any other or further exercise thereof, or the exercise of any other
right, power or remedy hereunder or thereunder. The remedies herein and therein provided are
cumulative and not exclusive of any remedies provided by law or in equity.
Section 7.02 Amendments, Changes or Modifications to the Agreement. This Agreement
shall not be amended, changed or modified except in writing signed by the Bank and the City. The
City agrees to pay all ofthe Bank's costs and reasonable attorneys' fees incurred in modifying and/or
amending this Agreement at the City's request or behest.
Section 7.03 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement, and, in making proof of this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
Section 7.04 Severability. If any clause, provision or section of this Agreement shall be
held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect
any other provisions or sections hereof, and this Agreement shall be construed and enforced to the
end that the transactions contemplated hereby be effected and the obligations contemplated hereby
be enforced, as if such illegal or invalid clause, provision or section had not been contained herein.
Section 7.05 Term of Agreement. Except as otherwise specified in this Agreement, this
Agreement and all representations, warranties, covenants and agreements contained herein or made
in writing by the City in connection herewith shall be in full force and effect from the date hereof
and shall continue in effect until as long as the Note is outstanding.
Section 7.06 Notices. All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and shall be deemed to have been
duly given when received if personally delivered; when transmitted if transmitted by telecopy,
electronic telephone line facsimile transmission or other similar electronic or digital transmission
method (provided customary evidence of receipt is obtained); the day after it is sent, if sent by
overnight common carrier service; and five days after it is sent, if mailed, certified mail, return
receipt requested, postage prepaid. In each case notice shall be sent to the Notice Address.
Section 7.07 Applicable Law: Venue. This Agreement shall be construed pursuant to and
governed by the substantive laws of the State. The City and the Bank waive any objection either
might otherwise have to venue of any action lying in Miami-Dade County, Florida.
Section 7.08 Binding Effect: Assignment. This Agreement shall be binding upon and inure
to the benefit of the successors in interest and permitted assigns of the parties. The City shall have
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no rights to assign any of its rights or obligations hereunder without the prior written consent ofthe
Bank.
Section 7,09 No Third Party Beneficiaries. It is the intent and agreement of the parties
hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party
hereto shall have any rights or privileges hereunder.
Section 7.10 Attornevs Fees, To the extent legally permissible, the City and the Bank
agree that in any suit, action or proceeding brought in connection with this Agreement or the Note
(including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees
from the other party.
Section 7.11 Entire Agreement. Except as otherwise expressly provided, this Agreement
and the Note embody the entire agreement and understanding between the parties hereto and
supersede all prior agreements and understandings relating to the subject matter hereof.
Section 7.12 Further Assurances. The parties to this Agreement will execute and deliver,
or cause to be executed and delivered, such additional or further documents, agreements or
instruments and shall cooperate with one another in all respects for the purpose of out the
transactions contemplated by this Agreement.
Section 7.13 Arbitration and Waiver of Jury Trial.
(a) This Section 7.13 concerns the resolution of any controversies or claims between the
parties, whether arising in contract, tort or by statute, that arise out of or relate to: (i) this Agreement
(including any renewals, extensions or modifications); or (ii) any Loan Document (collectively a
"Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any
parent corporation, subsidiary or affiliate of the Bank involved in the servicing, management or
administration of any obligation described or evidenced by this Agreement.
(b) At the request of any party to this Agreement, any Claim shall be resolved by binding
arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Arbitration
Act"). The Arbitration Act will apply even though this Agreement provides that it is governed by
the law of a specified state. The arbitration will take place on an individual basis without resort to
any form of class action,
(c) Arbitration proceedings will be determined in accordance with the Arbitration Act,
the then-current rules and procedures for the arbitration of financial services disputes of the
American Arbitration Association or any successor thereof ("AAA"), and the terms ofthis Section.
In the event of any inconsistency, the terms of this paragraph shall control. If AAA is unwilling or
unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration
clause, any party to this Agreement may substitute another arbitration organization with similar
procedures to serve as the provider of arbitration.
(d) The arbitration shall be administered by AAA and conducted in West Palm Beach,
Florida. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million
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Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators.
All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and
close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued
within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of
good cause, may extend the commencement of the hearing for up to an additional sixty (60) days.
The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration
award may be submitted to any court having jurisdiction to be confirmed, judgment entered and
enforced.
(e) The arbitrator(s) will give effect to statutes oflimitation in determining any Claim
and may dismiss the arbitration on the basis that the Claim is barred, For purposes ofthe application
of the statute of limitations, the service on AAA under applicable AAA rules of a notice of Claim
is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or
whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have
the power to award legal fees pursuant to the terms of this Agreement.
(t) This Section does not limit the right of any party to: (i) exercise self-help remedies,
such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or
personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court
oflaw to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession
or appointment of a receiver, or additional or supplementary remedies.
(g) The filing of a court action is not intended to constitute a waiver of the right of any
party, including the suing party, thereafter to require submittal of the Claim to arbitration.
(h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any
right they may have to a trial by jury in respect of any Claim. Furthermor:e, without intending in any
way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties
irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim.
This provision is a material inducement for the parties entering into this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between
them as of the date of first set forth above.
CITY OF SUNNY ISLES BEACH, FLORIDA
orman S. Edelcup
ayor
BANK OF AMERICA, N .A.
By: 11 jd)~Ptl~
Name: Linda A. Mason
Title: Senior Vice President
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PROMISSORY NOTE
KNOW ALL MEN BY THESE PRESENTS that the undersigned maker, City of Sunny Isles Beach,
Florida (the "City"), a political subdivision and municipality created and existing pursuant to the Constitution
and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter
provided, to the order of Bank of America, N.A. or registered assigns (hereinafter, the "Bank"), the principal
sum of$20,000,000.00 or such lesser amount as shall be outstanding hereunder, together with interest on the
principal balance outstanding at the rate of 4.03% per annum (subject to adjustment as hereinafter provided)
based upon a year of360 days for the actual number of days elapsed. This Note is issued in conjunction with
a Loan Agreement, dated of even date herewith, between the City and the Bank (the "Loan Agreement") and
is subject to all the terms and conditions of the Loan Agreement.
Principal of and interest on this Note are payable in immediately available funds constituting lawful
money of the United States of America at such place as the Bank may designate to the City.
As used in this Note:
(1) "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury
Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto;
(2) "Determination of Taxability" shall mean interest on this Note is determined or
declared, by the Internal Revenue Service or a court of competent jurisdiction to be included in the
gross income of the Owner for federal income tax purposes under the Code.
The City shall pay the Bank principal and interest hereon in equal installments of $368, 145 .68 due
on the first day of each January, April, July and October of each year, commencing October 1,2009, and the
entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and
payable in full on July 1, 2029 (the "Maturity Date").
All payments by the City pursuant to this Note shall apply first to accrued interest, then to other charges due
the Bank, and the balance thereof shall apply to the principal sum due,
Upon the occurrence ofa Determination ofTaxability, the interest rate on this Note shall be adjusted
to a rate equal to 154% of the interest rate otherwise borne hereby (the" Adjusted Interest Rate"), as of and
from the date such Determination of Taxability would be applicable with respect to this Note (the "Accrual
Date"); and (i) the City shall on the next interest payment date (or if this Note shall have matured, within 30
days after demand by the Bank) hereon pay to the Bank an amount equal to the sum of (1) the difference
between (A) the total interest that would have accrued on this Note at the Adjusted Interest Rate from the
Accrual Date to such next interest payment date, and (B) the actual interest paid by the City on this Note
from the Accrual Date to such next interest payment date, and (2) any interest and penalties required to be
paid as a result of any additional State of Florida and federal income taxes imposed upon such Bank and/or
former Bank arising as a result of such Determination of Taxability; and (ii) from and after the Date of the
Determination of Taxability, this Note shall continue to bear interest at the Adjusted Interest Rate for the
period such determination continues to be applicable with respect to this Note. This adjustment shall survive
payment ofthis Note until such time as the federal statute oflimitations under which the interest on this Note
could be declared taxable under the Code shall have expired.
This Note may be prepaid in whole or in part on any date, with three (3) days prior written notice
to the Bank by payment in an amount equal to the principal amount to be prepaid plus accrued interest
thereon to the date of plus the Prepayment Fee. For purposes hereof, the Prepayment Fee will be the sum
of fees calculated separately for each Prepaid Installment, as follows:
(i) The Bank will first determine the amount of interest which would have accrued each month at the
Taxable Equivalent Rate for the Prepaid Installment had it remained outstanding until the applicable Original
Payment Date, using the interest rate applicable to the Prepaid Installment under this Agreement.
(ii) The Bank will then subtract from each monthly interest amount determined in (i), above, the amount
of interest which would accrue for that Prepaid Installment ifit were reinvested from the date of prepayment
or redemption through the Original Payment Date, using the Treasury Rate,
(iii) If (i) minus (ii) for the Prepaid Installment is greater than zero, the Bank will discount the monthly
differences to the date of prepayment or redemption by the Treasury Rate, The Bank will then add together
all of the discounted monthly differences for the Prepaid Installment.
The following definitions will apply to the calculation of the Prepayment Fee:
(i) "Original Payment Dates" mean the dates on which the prepaid or redeemed principal would have
been paid if there had been no prepayment or redemption, Ifany of the principal would have been paid later
than the end of the fixed rate interest period in effect at the time of prepayment or redemption, then the
Original Payment Date for that amount will be the last day of the interest period.
(ii) "Prepaid Installment" means the amount ofthe prepaid orredeemed principal which would have been
paid on a single Original Payment Date.
(iii) "Taxable Equivalent Rate" means the interest rate per annum derived from the following formula:
4.03% divided by the difference of (1 minus the Maximum Corporate Income Tax Rate).The "Maximum
Corporate Income Tax Rate" is the highest marginal federal income tax rate charged to U.S. corporations in
effect at the time of the prepayment calculation. The "Maximum Corporate Income Tax Rate" is currently
35% (or 0,35 in numerical terms),
(iv) "Treasury Rate" means the yield on the Treasury Constant Maturity Series with maturity equal to
the Original Payment Date of the Prepaid Installment which are principal payments (calculated as of the date
of redemption in accordance with accepted financial practice and rounded to the nearest quarter-year), as
reported in Federal Reserve Statistical Release H.15, Selected Interest Rates of the Board of Governors of
the Federal Reserve System, or any successor publication. If no maturity exactly corresponding to such
Original Payment Date appears in Release H,15, the Treasury Rate will be determined by linear interpolation
between the yields reported in Release R15, If for any reason Release I-US is no longer published, the
Holder shall select a comparable publication to determine the Treasury Rate.
Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Bank may
declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such
default and acceleration, the City shall also be obligated to pay (but only from the Budgeted Revenues) as
part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including
such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or
hereafter exist, including specifically but without limitation, claims, disputes and proceedings seeking
adequate protection or relief from the automatic stay. If any payment hereunder is not made within fifteen
(15) days after it is due, then the City shall also be obligated to pay, from any legally available funds of the
City, as a part of the indebtedness evidenced by this Note a late payment fee in the amount of 3% of
delinquent payment, which late payment shall be due and payable immediately.
Interest at the maximum lawful rate per annum shall be payable on the entire principal balance owing
hereunder from and after the occurrence of and during the continuation of a default described in the
preceding paragraph, irrespective of a declaration of maturity,
-2-
The City to the extent permitted by law hereby waives presentment, demand, protest and notice of
dishonor.
This Note is payable solely from the Budgeted Revenues to the extent provided in the Loan
Agreement. Notwithstanding any other provision of this Note, the City is not and shall not be liable for the
payment of the principal of and interest on this Note or otherwise monetarily liable in connection herewith
from any property other than as provided in the Loan Agreement.
All terms, conditions and provisions of the Loan Agreement are by this reference thcrcto
incorporated herein as a part of this Note, Terms used herein in capitalized form and not otherwise defined
herein shall have the meanings ascribed thereto in the Loan Agreement.
This Note may be exchanged or transferred but only as provided in the Loan Agreement.
It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist,
happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist,
have happened and have bcen performed in due time, form and manner as required by law, and that the
issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory
limitation.
IN WITNESS WHEREOF, the City has caused this Note to be executed in its name as of the date
hereinafter set forth,
The date of this Promissory Note is June 8, 2009.
CITY OF SUNNY ISLES BEACH, FLORIDA
4dP
-3-
CERTIFICATE OF THE ISSUER
The City of Sunny Isles Beach, Florida (the "City") has made its Promissory Note dated June 8, 2009
and payable to Bank of America, N.A. The interest rate on the Promissory Note (4.03%) does not
exceed the maximum rate permitted pursuant to Section 215.84, Florida Statutes, which is The Bond
Buyer "20 Bond Index" published immediately preceding May 1, 2009 plus 300 basis points
(7.57%).
Date June 8, 2009
City of Sunny Isles Beach, Florida
Bond Finance - Local Bond Monitoring: Print Form
NAME OF GOVERNMENTAL UNIT
CITY OF SUNNY ISLES BEACH, FLORIDA
MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER
Address( 1)
Address(2)
City
State
Zip
18070 COLLINS AVENUE
SUNNY ISLES BEACH
FL
33160
COUNT(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION
Miami-Dade
TVPE OF ISSUER
City
Is THE ISSUER A COMMUNITV DEVELOPMENT DISTRICT? [J
ISSUE NAME
AMOUNT
PROMISSORY NOTE
$20,000,000.00
AMOUNT AUTHORIZED
$20,000,000.00
DATED DATE (MM!DD!VVVV)
6/8/2009
SALE DATE (MM!DD!VVVV)
6/8/2009
DELlVERV DATE (MM!DD!VVVV)
6/8/2009
LEGAL AUTHORITV FOR ISSUANCE
Ch, 166, F.S.
TVPE OF ISSUE
Bank Loan/Line of Credit
Is THIS A PRIVATE ACTlVITV BOND (PAB)?
Did This Issue Receive a P AB Allocation?
Amount of Allocation
$0.00
SPECIFIC REVENUES(S) PLEDGED
Primary
Other
Secondary
Other
non ad valorem revenues
PURPOSE(S) OF THE ISSUE
Primary
https:/lbondissuc.sbafla.com/print.aspx
INTEREST
CALCULA nON
Arbitrage
Yield
YIELD
4.03
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Recreational Facilities
Secondary
Other
Is THIS A REFUNDING ISSUE?
REFUNDED DEBT HAS BEEN
DID THE REFUNDING ISSUE CONTAIN NEW MONEY?
ApPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
TYPE OF SALE
Negotiated Private Placement
INS URA NCE/ENHANCEMENTS
No Credit Enhancement
RATING(S)
Moody's
NR
S&P
NR
Fitch
NR
Other
DEBT SERVICE SCHEDULE PROVIDED BY
E-mail
OPTIONAL REDEMPTION PROVISIONS PROVIDED BY
E-mail
PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER
Underwriter Bank of America, N.A.
Address(1) 9000 Southside Blvd
Address(2)
City Jacksonville
State FL
Zip 32256
CO-Underwriter None
A ddress( 1 )
Address(2)
City
State
Zip
PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WIIO ADVISED
THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
Bond Counsel None
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Page 3 of5
Address( I)
Address(2)
City
State
Zip
CO-Bond Counsel None
Address( I)
Address(2)
City
State
Zip
Financial Advisor/Cunsultant No ne
Address(1 )
Addrcss(2)
City
State
Zip
CO-Financial Advisor/Consultant None
Address( I)
Address(2)
City
State
Zip
Other Professionals Greenberg Traurig, PA
Addrcss(l) 1221 brickell avenue
Addrcss(2)
City
State
Zip
miami
FL
33131
PAYING AGENT
none
REGISTRAR
none
BF2004-A AND BF2004-B
NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant
to Section 154 Part III, Sections 159 Parts II, III, or V; or Section 243 Part I, Florida Statutes.
HAS ANY FEE, BONUS, OR GRATUITY BEEN PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH
UNDERWRITER OR CONSULTANT? IF YES, PLEASE PROVIDE THE FOLLOWING INFORMATION WITH RESPECT
TO EACH SUCH UNDERWRITER OR CONSULTANT,
HA VE ANY OTHER FEES BEEN PAID BY TilE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BONI>
ISSUE, INCLUDING ANY FEE PAID TO ArrORNEYS OF FINANCIAL CONSULTANTS? IF YES, PLEASE PROVIDE
THE TOTAL FEES PAID TO ApPLICABLE PARTICIPANTS.
Total Bond Counsel Fees Paid
$0.00
Total Financial Advisor Fees Paid
$0.00
Other Fees Paid
COMPANY NAME
FEE PAID
SERVICE PROVIDED OR
FUNCTION SERVED
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holland & Knight LLP
greenberg traurig
$7,500.00
$5,000,00
bank counsel
special counsel
to city
FILING OF TIfIS FORM liAS BEEN AUTHORIZED BY TilE OFFICIAL OF THE ISSUER IDENTIFIED BELOW
Name
Douglas Haag
Title
Governmental Officer primarily responsible for coordinating
issuance of the bonds
FEES CHARGED BY UNDERWRITER
Management Fee (Per Thousand Par Value)
o
Private Placement Fee
o
UNDERWRITER'S EXPECTED GROSS SPREAD (PER THOUSAND PAR VALUE)
o
FOR ADDITIONAL INFORMATION, THE DIVISION OF BOND FINANCE SHOULD CONTACT:
Name MARK RAYMOND
Title lawyer
561-650-8349
HOLLAND & KNIGHT
222 LAKEVIEW AVE
Phone
Company
Address( I)
Address(2)
City
State
Zip
WEST PALM BEACH
FL
33401
INFORMATION RELATING TO PARTY COMPLETING TIfIS FORM (IF DIFFERENT FROM ABOVE)
Name
Title
Phone
Company
Address( I )
Address(2)
City
State
Zip
In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines
approach for filing continuing disclosure information required by SEC Rule 15c2-12. based on the following
information:
IF THE ISSUER IS REQUIRED TO PROVIDE CONTINUING DISCLOSURE INFORMATION IN ACCORDANCE WITH SEC
RULE lSc2-12, DO YOU WANT THE DIVISION OF BOND FINANCE TO REMIND YOU OF YOUR FILING
DEADLINE?
ON WHAT DATE IS THE CONTINUING DISCLOSURE INFORMATION REQUIRED TO BE FILED? (MM/DD)
PROVIDE THE FOLLOWING INFORMATION REGARDING THE PERSON(S) RESPONSIBLE FOR FILING CONTINUING
DISCLOSURE INFORMATION REQUIREDBY SEC RULE lSc2-12 AND THE CONTINUING DISCLOSURE
AGREEMENT (INCLUDING OTHER OBLIGATED PARTIES, IF APPROPRIATE),
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Name
Title
Phone
Company
Address( I)
Address(2)
City
State
Zip
Fax
Email
https:/lbondissue.sbafla.com/print.aspx
6/5/2009
$20,000,000.00
CITY OF SUNNY ISLES BEACH, FLORIDA
PROMISSORY NOTE
CERTIFICATE AS TO ARBITRAGE
AND OTHER TAX MATTERS
The undersigned Mayor of the City of Sunny Isles Beach, Florida (the "City"), being duly
authorized and delegated, with others, to perform such requirements as are necessary and proper for
the issuance and sale of the City's above-referenced note (the "Note"), does hereby certify and
declare as follows:
1. The Note is being issued pursuant to and in accordance with an ordinance
duly enacted by the City Commission of the City on June 8, 2009 (the "Authorizing Legislation"),
in order to provide funds to pay for the acquisition, construction and equipping of real and personal
property to be owned by the City as may be authorized by the City Commission from time to time
(the "Project").
2. On June 8, 2009 (the "Issue Date") the City will issue and deliver (i.e.,
physical delivery ofthe Note in exchange for the purchase price) the Note, dated June 8, 2009. The
first day on which there was a binding contract in writing for the sale of the Note on specific terms
that were not later modified or adjusted in any material respect was June 8, 2009 (hereinafter, thc
"Sale Date").
3. I am an officer of the City who is duly charged, with others, with the
responsibility of issuing the Note.
4. No obligations other than the Note are being issued at substantially the same
time (within 15 days of the Note) and sold pursuant to the same plan of financing and which are
reasonably expected to be paid out of substantially the same source of funds as the Note.
5. This Certificate as to Arbitrage and Other Tax Matters (this "Certificate"),
which is made on behalf ofthe City, is executed for, among other things, the purposes of establishing
the reasonable expectations of the City as to future events relating to the amount and use of the
proceeds of the Note and establishing limitations upon the investment of such proceeds. This
Certificate is being executed and delivered pursuant to Sections 148, 149 and 150 of the Code and
the Income Tax Regulations thereunder (hereinafter "Treas. Reg.") (collectively, the "Arbitrage
Regulations").
6. The facts, estimates, and circumstances set forth herein are based upon
representations made by the City, and to the best knowledge, information and belief of the
undersigned, such facts, estimates, and circumstances are true, correct and complete as of the date
hereof, and the City is not aware of any facts or circumstances that would cause it to question the
accuracy of the representations made herein; the expectations as to future events, which are based
thereon, are in all respects reasonable; and there are no other facts, estimates, or circumstances that
would materially change such expectations. On the basis of such facts, estimates, and circumstances,
it is not expected that the proceeds of the Note will be used in a manner that would cause the Note
to be an arbitrage note under Section 148 of the Code and the Arbitrage Regulations.
7. The Note is being issued to provide funds to finance the Project.
8. The Note is being sold to Bank of America, N.A. (the "Original Purchaser")
at a purchase price of$20,000,000.00.00 representing the par amount of the Note.
9. The City expects as of this date that the term ofthe Note is not longer than
is reasonably necessary for the purpose of the issue.
10. The proceeds of the Note will be used to pay costs of the Project. The City
expects that at least 85% of the net sale proceeds of the Note will be expended by the end of the
three-year period beginning on the date ofthis Certificate, The City expects that it will within six
2
months incur a binding obligation to a third-party in an amount at least equal to 5% of the net sale
proceeds of the Note ($1,000,000.00) relating to the Project. The City expects that work on the
Project will commence and will proceed with due diligence to completion and that the allocation of
net sale proceeds of the Note to the Project will proceed with due diligence.
Proceeds ofthe Note may be invested at an unrestricted yield for a period not to exceed three
(3) years from the date of this Certificate. Investment proceeds of the Note may also be invested
at an unrestricted yield for a period ending on the later of the date that is three years from the date
hereof or the date that is one year after original receipt of such earnings.
Any proceeds of the Note which cannot be invested at an unrestricted yield pursuant to this
Section 10 shall be invested, if at all, in obligations that bear a yield not higher than the yield on the
Note plus one-eighth of one percentage point.
11. The revenues that are expected to be used to pay debt service on the Note
are referred to herein as the "Sinking Fund Proceeds."
The Sinking Fund Proceeds constitute a fund that will be used primarily to achieve a proper
matching of revenues and debt service on the Note within each Bond Year. The Sinking Fund
Proceeds will be depleted at least once each Bond Year except for a reasonable carryover amount
which will not exceed the greater of (A) the earnings on the Sinking Fund Proceeds for the
immediately preceding Bond Year or (B) one-twelfth of the debt service on the Note for the
immediately preceding Bond Year.
The Sinking Fund Proceeds may be invested without regard to any yield restrictions for a
period ending not later than thirteen (13) months from the date of receipt of such amounts.
Any Sinking Fund Proceeds which cannot be invested at an unrestricted Yield pursuant to this
Section 11 shall be invested, if at all, in obligations that bear a yield not higher than the yield on the
3
Note plus one-thousandth of one percentage point.
12. Notwithstanding any provision ofthis certificate to the contrary, to the extent permitted
by law, amounts may be invested in obligations ("tax-exempt bonds") the interest on which is
excluded from gross income pursuant to Section 103(a) of the Code, and which are not specified
private activity bonds (as defined in Section 57(a)(5)(c) of the Code), and/or in investments that
constitute "tax-exempt bonds" pursuant to Treas. Reg. g 1.150-1 (b) without regard to any yield
restriction.
13. The City has covenanted and agreed to comply with the requirements applicable to it
contained in Section 103 in Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary
to preserve the exclusion of interest on the Note from gross income for federal income tax purposes.
Specifically, the City has covenanted and agreed to comply with the requirements of Section 148 (f)
of the Code concerning arbitrage rebate.
14. The City agrees to engage the services of one or more certified public accountants or
lawyers, or other consultants of expertise in the "arbitrage bond" provisions of the Code and Treasury
Regulations (the "Rebate Consultant") on or before the earlier of (i) June 8, 2014 or (ii) the date that
the Note is discharged. The City shall cause the Rebate Consultarit to perform such calculations as
may be necessary to enable the City to comply with the provisions of the Arbitrage Regulations and
the Code.
15. The City covenants that an amount which, when added to all previous rebate payments
made with respect to the Note equals (a) at least ninety percent (90%) ofthe rebate amount as ofeach
Installment Computation Date (hereinafter defined) and (b) all of the rebate amount as of the Final
Computation Date (hereinafter defined) (c) shall be paid to the United States as hereinafter provided
from legally available funds of the City. Each rebate payment is required to be paid no later than
4
sixty (60) days after the Installment Computation Date or Final Computation Date, as applicable.
Payments of rebate installments will be made to the Internal Revenue Service at such office as may
be required by law. The payments will be accompanied by Form 8038-T.
16. For purposes hereof, the term "Installment Computation Date" means the last day of
the fifth (5th) and each succeeding fifth Bond Year. Thus, the first Installment Computation Date
is June 8, 2014.
17. For purposes hereof, the term "Final Computation Date" means the date the Note is
fully discharged.
18. For purposes hereof, the term "Bond Year" means a one year period beginning on and
including a June 9 and ending on and including the next succeeding June 8, except that the first Bond
Year begins on the date of issuance of the Note and ends on June 8,2014.
19.
For purposes ofthose provisions ofTreas. Reg. Section 1.148-7(e) through
(m) that apply based upon the City's reasonable expectations, the City elects to have those provisions
apply based upon actual facts.
20. The City reasonably expects that at least 85% of the spendable proceeds of the Note
will be spent for the governmental purposes of the Note within the three-year period beginning on
the date hereof, and not more than 50% of the proceeds of the Note are being invested in
non-purpose investments having a substantially guaranteed yield for four years or more.
21. Terms used herein in capitalized form and not otherwise defined herein shall have the
same meaning as ascribed thereto in the Note Resolution and in the Arbitrage Regulations.
22. Anything in this Certificate to the contrary notwithstanding, if the Code or Arbitrage
Regulations should be modified or interpreted by the Treasury Department or by a court of
competent jurisdiction or held invalid by a court of competent jurisdiction and the effect of the
5
modification, interpretation, or invalidation is to make unnecessary to any extent the limitations on
yield on acquired obligations stipulated in this Certificate as a requirement of the exclusion of the
interest on the Note from gross income ofthe Owners thereof for Federal income tax purposes, then
to that extent such stipulation shall be ineffective. The City, however, shall not take any action
pursuant to this paragraph without a prior written opinion of Bond Counsel that such action would
not adversely affect the tax-exempt status of interest on the Note.
IN WITNESS WHEREOF, the undersigned, being the Mayor ofthe City of Sunny Isles Beach,
Florida and being thereunto authorized, has executed and delivered this Certificate as to Arbitrage
and Other Tax Matters on behalf ofthe City this 8th day of June, 2008.
City of Sunny Isles Beach, Florida
6
Holland+Knight
Internal Revenue Service Center
Ogden, Utah 84201
Tel 5618332000
Fax 561 650 8399
June 8, 2009
Holland & Knight LLP
222 Lakeview Avenue, Suite 1000
P.O. Box 3208 (ZIP 33402-3208)
West Patm Beach, FL 33401
www.hklaw.com
Mark E. Raymond
561 650 8349
mark.raymond@hklaw.com
RE: $20,000,000.00 City of Sunny Isles Beach, Florida, Promissory Note
Dear Sir/Madam:
Enclosed please find Form 8038-G which relates to the above-referenced note. Please
acknowledge your receipt of the enclosed by stamping the copy of the form included herewith,
and return the stamped copy to us in the enclosed envelope.
Very truly yours,
Mark E. Raymond
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e) OMB No. 1545.0720
~ See separate Instructions.
Caution: Ifthe issue price is under $100,000, use Form B03B.GC.
Authorit If Amended Return. check here ~ 0
2 Issuer's employer identification number
65 i 0784647
Room/suite 4 Report number
3 01
Form 8038-G
(Rev. November 2000)
3 Number and street (or P.O. box if mail is not delivered to street address)
18070 Collins Avenue
5 City, town, or post office, state, and ZIP code
SUNNY ISLES BEACH, FLORIDA 33160
6 Date of issue
06/08/2009
7 Name of issue 8 CUSIP number
Promisso Note None
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
Doug Haag, Assistant City Manager - Finance ( 305 ) 792-1775
T e of Issue (check a licable box(es) and enter the issue rice) See instructions and attach schedule
11 0 Education 11
12 0 Health and hospital 12
13 0 Transportation . 13
14 0 Public safety. 14
15 0 Environment (including sewage bonds) 15
16 0 Housing . 16
17 0 Utilities . . . . . . . . . . . . . . . . . 17
18 ~ Other. Describe ~ VARIOUS CAPITAL EXPENDITURES 18 20,000,000
19 If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box ~ 0
20 If obli ations are in the form of a lease or installment sale, check box ~ 0
Descri tion of Obli ations. Com Jete for the entire issue for which this form is bein
(d) Weighted
average maturity
(c) Stated redemption
price at maturity
(e) Yield
(b) Issue price
(a) Final maturity date
4.03 %
20,000,000 12.5
underwriters' discount
21
22
23
24
25
26
27
28
29
30
20,000,000
24
25
26
27
28
20,000,000
years
years
Enter the remaining weighted average maturity of the bonds to be currently refunded
Enter the remaining weighted average maturity of the bonds to be advance refunded
Enter the last date on which the refunded bonds will be called
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(lll) (small issuer exception), check box - ~ III
If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box ~ 0
If the issuer has identified a hed e, check box ~ 0
Under penalties or perjury. I declare that I have examined this return and accompanying schedules and statements. and to the best of my knowledge
and/):ey re true, correct, a d complete.
~ Signa re of issuer's authorized representative 06/08/~a~~9
31
32
33
34
35
36a
b
37
b
38
39
40
Sign
Here
~ Norman S. Edelcup, Mayor
r Type or print name and title
Cat. No. 63773S Form 8038-G (Rev. 11.2000)
For Paperwork Re uction Act Notice, see page 2 of the Instructions.
*
-
$20,000,000.00
CITY OF SUNNY ISLES BEACH, FLORIDA
PROMISSORY NOTE
DISCLOSURE STATEMENT OF BANK OF AMERICA. N.A.
June 8, 2009
City of Sunny Isles Beach, Florida
Ladies and Gentlemen:
In connection with the purchase of the $20,000,000.00 aggregate principal amount City of Sunny
Isles Beach, Florida (the "City"), Promissory Note, dated June 8, 2009 (the "Note"), Bank of
America, N,A. (the "Bank") represents as follows:
(a) The nature and estimated amounts of expenses to be incurred by the Bank in connection
with the issuance and sale of the Note is -0-.
(b) There were no "finders," as defined in Section 218.386, Florida Statutes, as amended,
in connection with the issuance of the Note.
(c) No management fee will be charged by the Bank.
(d) No fee, bonus or other compensation will be paid by the Bank in connection with the
issuance of the Note to any person not regularly employed or retained by the Bank.
( e) The name and address of the Bank is:
Bank of America, N.A.
9000 Southside Blvd,
Bldg. 100
Jacksonville, FL 32256
(f) The City is proposing to issue not exceeding $20,000,000.00 of debt for the purpose of
paying for the acquisition, construction and equipping of real and personal property to be
owned by the City as may be authorized by the City Commission from time to. This debt
is expected to be repaid over a period of approximately 20 years. At an interest rate of
4.03% per annum, total interest paid over the life of the debt is expected to be
$9,453,429.42. The source of repayment or security for the Note is certain non ad valorem
revenues of the City. Authorizing this debt will result in $29,453,429.42 of revenues of
the City not being available for other uses by the City.
BANK OF AMERICA, N.A.
By:ca~a1Jrk
Senior Vice President
.
Holland+Knight
Tel 561833 2000
Fax 561 650 8399
Holland & Knight LLP
222 Lakeview Avenue, Suite 1000
P.O. Box 3208 (ZIP 33402-3208)
West Palm Beach. FL 33401
www.hklaw.com
Mark E. Raymond
561 650 8349
mark.raymond@hklaw.com
June 8, 2009
Bank of America, N.A.
City of Sunny Isles Beach, Florida
RE: $20,000,000.00 City of Sunny Isles Beach, Florida Promissory Note
dated June 8, 2009
Ladies and Gentlemen:
We have acted as counsel to Bank of America, N.A. in connection with the issuance and sale by the City of
Sunny Isles Beach, Florida (the "City") of its $20,000,000.00 principal amount Promissory Note dated June 8, 2009
(the "Note").We do not represent the City of Sunny Isles Beach, Florida, and assume no responsibility whatsoever to
the City with respect to the matters addressed herein.
As to questions of fact material to our opinion we have relied upon representations of the City contained in
the various documents executed in connection with the Note, and the opinion of the Special Counsel to the City as to
the enforceability of the Note against the City.
Based upon and subject to the foregoing, we are of the opinion as of the date hereof and under existing law,
tha t:
I. The interest on the Note is excluded from the gross income of the owner thereof for federal
income tax purposes and is not an item of tax preference described in Section 57 of the Code for purposes of the
federal alternative minimum tax imposed on individuals and corporations. Such interest is not required to be taken
into account in determining adjusted current earnings for purposes of calculating the alternative minimum taxable
income of certain corporations, The opinions expressed in the first sentence of this paragraph are conditioned upon
continuing compliance subsequent to the issuance of the Note by the City with various covenants contained in the
Ordinance and Loan Agreement (as defined in the Note), including, without limitation, its covenant to comply with
applicable requirements of the Code necessary in order to preserve the exclusion of interest on the Note from gross
income for federal income tax purposes. Failure by the City to comply with such requirements could cause the
interest on the Note to be included in gross income for federal income tax purposes retroactive to the date of
issuance of the Note. No opinion is expressed herein regarding other federal tax consequences that may arise due to
ownership of the Note.
2. The Note is a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the
Code.
Our opinions expressed herein are predicated upon present laws and interpretations thereof. We assume no
affirmative obligation with respect to any change of circumstances or law (including luws that may result from
legislation pending before Congress) that may adversely affect the tax-exempt status of interest on the Note after the
date hereof.
Holland & Knight LL;/'"
By: ~I f L-------
Mark E. Raymond
--fA
Greenberg
Traurig
June 8, 2009
Bank of America, N ,A.
9000 Southside Boulevard
Building 100
Jacksonville, Florida 32256
Re: City of Sunny Isles Beach, Florida $20,000,000 Promissory Note
dated June 8, 2009 (the "Note")
Ladies and Gentlemen:
We have acted as special counsel to the City of Sunny Isles Beach, Florida (the "City"). The
City is issuing the above-referenced Note in favor of Bank of America, N.A. (the "Bank"), on this
date pursuant to the Constitution and the laws of the State of Florida and the City, including
particularly the Charter of the City (the "Charter") and Ordinance No. 2009-323 enacted by the City
Commission of the City on June 5, 2009 (the "Ordinance"). The Note is being issued pursuant to a
Loan Agreement dated as of June 8, 2009 between the City and the Bank (the "Agreement"). You have
requested that we deli.ver the opinions set forth herein in connection with the Note and the
Agreement.
In delivering the opinions set forth below, we have reviewed the Charter, certain proceedings
of the City, including the Ordinance, and such other matters as we have deemed necessary. As to
questions of fact material to our opinion, we have relied upon representations of the City
contained in the Ordinance and the Agreement and in the certified proceedings and other
certifications and representations of public officials and others, which have been furnished to us
without undertaking to verify such certifications or representations by independent investigation,
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Agreement. Based on the foregoing, we are of the opinion that:
1. The City has been duly created and is validly existing as a municipal corporation under
and pursuant to the Constitution and Laws of the State of Florida
2. The Ordinance has been duly enacted by the City Commission of the City, constitutes
a valid and binding obligation of the City enforceable in accordance with its terms, and has not been
modified or repealed.
Greenberg Traurig. P.A. I Attorneys at Law 11221 Brickell Avenue I Miami. FL 33131 I Tel 305.579.0500 I Fax 305.579.0717 I www.gtlaw.com
MIA 180,613,315v2 6-4-09MIA 180,613,315v2 6-4-09
Bank of America, N ,A.
June 8, 2009
Page 2
3, The Agreement has been duly authorized, executed and delivered by the City, and on
the assumption that the Agreement is a legal, valid and binding obligation of the Bank, the
Agreement constitutes the legal, valid and binding obligation of the City enforceable in accordance
with its terms. The Note has been duly authorized, executed and delivered by the City and
constitutes a valid and binding special limited obligation of the City, payable in accordance with, and
as limited by, its terms and the terms of the Agreement.
This opinion is qualified to the extent that the rights of the holder of the Note and the
enforceability of the Ordinance, the Note and the Agreement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, now
or hereafter in effect, and by the exercise of judicial discretion in appropriate cases in accordance with
equitable principles. This opinion is solely for the benefit of the addressee and this opinion may not be
relied upon in any manner, nor used, by any other persons or entities.
The description of the Note in this opinion and other statements concerning the terms and
conditions of the issuance of the Note do not purpbrt to set forth all of the terms and conditions of the
Note or of any other document relating to the issuance ofthe Note, but are intended only to identify the
Note and to describe briefly certain features thereof. This opinion shall not be deemed or treated as an
offering circular, prospectus or official statement, and is not intended in any way to be a disclosure
document used in connection with the sale or delivery of the Note,
In delivering the foregoing opinions we have assumed the accuracy and truthfulness of all
public records and of all certifications, documents and other proceedings examined by us that have
been executed or certified by public officials acting within the scope of their official capacities and
have not verified the accuracy or truthfulness thereof, We have also assumed the genuineness of the
signatures appearing upon such public records, certifications, documents and proceedings.
We express no opinion with respect to any other document or agreement entered into by the
City or by any other person in connection with the Note, other than as expressed herein.
Respectfully submitted,
,?/~~
GREENBERG TRAURIG, P.A, . ATTORNEYS AT LAW. WWW.GTLAW.COM
FUNDING INSTRUCTION LETTER
Bank of America, N.A.
9000 Southside Boulevard
Building 100
Jacksonville, Florida 32256
Ladies and Gentlemen:
You are hereby requested, authorized and directed to fund the $20,000,000.00 loan under the
Loan Agreement, dated June 8, 2009, between you and us, as described below.
Please deposit the loan proceeds, $20,000,000.00, in the City's Bank of America account the
last four digits of which are 1543.
Dated as of June 8, 2009
CITY OF SUNNY ISLES BEACH, FLORIDA
CERTIFICATE OF CITY
The undersigned, the Mayor of the CITY OF SUNNY ISLES BEACH, FLORIDA (the
"City"), does hereby certify, to the best of his knowledge, that (all capitalized terms not otherwise
defined herein shall have the meaning ascribed thereto in the hereinafter defined Loan Agreement):
1. No litigation is pending, or to the best of our knowledge, threatened:
(a) to restrain or enjoin the issuance or delivery of the City's $20,000,000
Promissory Note dated June 8, 2009 (the "Note"), in favor of Bank of America, N.A. (the
"Bank") or the execution and delivery of the Loan Agreement dated as of June 8, 2009,
relating to the Note between the Bank and the City (the "Loan Agreement");
(b) in any way contesting or affecting any authority for the execution and validity
of the Note or the Loan Agreement or of Ordinance No. 2009-323 (the "Ordinance'')'
authorizing the issuance of the Note and the execution ofthe Loan Agreement enacted by the
City Commission of the City on June 5, 2009;
(c) in any way contesting the existence or powers of the City; or
(d) to restrain or enjoin the collection of Non-Ad Valorem Revenues of the City.
2. As of the date hereof, no Event of Default as defined in the Loan Agreement has
occurred and is continuing.
3. I am the duly elected and qualified Mayor of the City. Jane A. Hines is the duly
appointed and qualified City Clerk of the City. I am duly authorized to execute and deliver the
Note and the Loan Agreement on behalf of the City.
4. The following persons constitute the duly qualified, elected or appointed members
of the City Commission of the City for the periods indicated below:
Commission Member
Ending Date
of Current Term
Mayor Norman S. Edelcup
Vice Mayor Lewis J. Thaler
Roslyn Brezin
Gerry Goodman
George "Bud" Scholl
November 2010
November 2012
November 2010
November 2010
November 2012
5. The seal affixed to this certificate is the official seal of the City.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City the
8th day of June, 2009.
[SEAL]
The undersigned hereby certifies that the signatures of Norman S. Edelcup affixed to the
Note and the Loan Agreement is the true and correct signature of such person.
By:
c-~IH 4 ~
Jane A. Hines, CMC, City Clerk
MIA 180,629,734v1 6-4-09
2
INVESTOR LEITER
June 8, 2009
Honorable Mayor and Members of the
City Commission
City of Sunny Isles Beach, Florida
Re: City of Sunny Isles Beach, Florida $20,000,000 Promissory Note (the "Note")
Ladies and Gentlemen:
This letter is being provided in connection with a lending (the "Loan") by Bank of America,
N.A. (the "Bank") to the City of Sunny Isles Beach, Florida (the "City") on this date in the
amount of $20,000,000.00. The repayment obligation of the City is evidenced by a promissory
note (the "Note") made by the City in the amount of $20,000,000.00 payable to the order of the
Bank.
1. The Bank is a national bank, the business of which includes making loans to
municipalities of the State of Florida. The repayment obligations of entities that borrow from the
Bank are often evidenced by negotiable instruments such as the Note.
2. The Bank has no present intent to negotiate or otherwise convey the ownership of the
Note, in whole or in part. The ownership of the Note may be transferred or assigned in whole, but
not in part, subject to the terms and conditions set forth in the Note.
3. The Bank believes that it is capable of evaluating the merits and risks of making the
Loan, and it has determined to make the Loan.
5. The Bank is aware of the terms of the loan agreement (the "Loan Agreement")
between the City and the Bank pursuant to which the Loan is being made, including the facts
that (i) the Note does not represent an obligation of any entity other than the City, (ii) the Note is
not a general obligation of the City, (iii)the City is not obligated to repay the Note from ad
valorem taxes or any other moneys of the City except as provided in the Loan Agreement and
Note and (iv) that no covenant, stipulation, obligation or agreement contained in any documents
related to the issuance of the Note is or shall be deemed to be a covenant, agreement or obligation
of any present or future board member, officer or employee of the City in his or her individual
capacity.
6. The Bank acknowledges that the Note has not been and will not be registered
under the Securities Act of 1933, as amended, or the securities or Blue Sky laws of any state and
is not listed on any stock or securities exchange.
7. The Bank is aware that except as described in the next sentence, no offering
statement, prospectus, offering circular, official statement or other disclosure document containing
information with respect to the City and the Note is being or has been prepared. The City has
provided information to the Bank as requested by the Bank; the Bank does not by this document
waive the provisions of any law regarding the accuracy of financial information provided by
borrowers to national banks.
8. The Bank has received all financial and other information regarding the City that the
Bank has requested and which the Bank considers relevant or necessary to make an informed
decision to make the Loan and as to the creditworthiness of the City. The Bank does not make
any representation regarding the accuracy of information provided by the City and the Bank does
not waive any rights it may have with respect to any information so supplied or any misstatements
or omISSIOns.
Yours very trul y
BANK OF AMERICA, N.A.
By: U c. /L--.-
Name: Linda A. Mason
Title: Senior Vice President
p
2
OF S\J\'l
City of Sunny Isles Beach
City Commission Agenda
18070 Collins Avenue,
Sunny Isle Beach, FL 33160
(305) 947-0606 Phone (305) 949-3113 Fax
AGENDA BILL
REQUESTED ACTION
Approve the ordinance and loan documents with Bank of America for a $20 million fixed rate loan to
be repaid over 20 years and at an interest rate that will be locked in on May 21, 2009.
This loan will be repaid from legally available non ad valorem revenues. The loan can be repaid
early but is subject to penalty provisions of the agreement which may be triggered depending upon
current market interest rates at the time of prepayment. Payments will be made quarterly,
beginning October 1, 2009.
While we won't know the final rate until the day of the commission meeting, based upon the interest
rate as of May 14, 2009 of 4%, the quarterly payment amount will be approximately $366,250 for a
total annual debt service of $1,465,000. Proceeds from the loan will be used for property
acquisition, infrastructure projects and park development.
The loan documents will need to be signed after the second ordinance reading which has been
scheduled for a special meeting on Friday June 5, 2009 at 10:00AM. The closing and settlement is
tentatively scheduled for Monday, June 8, 2009.
BACKGROUND
The City requested a letter of interest from the following financial institutions:
. Bank of America
. SunTrust Bank
. UBS
. City National Bank
. Colonial Bank
. WachoviajWells Fargo
. Smith BarneyjCiti
. Florida League of Cities
Funding required for this action: I No
Transfer Required: I No
Transfer from account number: I N/A
For the Commission Meeting of: May 21, 2009
Submitted by: Doug Haag
Title: Assistant City
Manager/Finance
Approved by Finance Director: Doug Haag
Approved by Acting City Manager: Rick Conner
Source of funds: I
Amount of Transfer: I
To account number: I
Initials: I Om~
N/A
N/A
N/A
Agenda Item
Number
Initials: I ~
Initials:
,
..3/\
Page 2
Of these, several declined our invitation outright:
. Colonial Bank
. WachoviajWells Fargo
. Smith BarneyjCiti
. And, the Florida League of Cities did not respond at all
Others, based on market conditions and company policy tried but were unable to come
up with a tax exempt fixed rate loan:
. UBS
. City National Bank
That left just two firm proposals for the loan:
. Bank of America
. SunTrust Bank
Of these two, Bank of America had the lowest rate, longer term (20 years vs. 15 years)
and was able to commit to the entire $20 million. The first payment will not be due
until October 1, 2009 so funding will be included in the proposed FY 2009/2010 budget.
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THE MIAMI HERALD 1 MiarTIIHerald.com
TELEVISION
METRO & STATE
D1
MONDAY. MAY 25, 2009 I 58
Movie details Freedonl Flights
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BY LUISA YANEZ
IY<lI"fl~~ij..M~wr.iHolt .tldcom
The tirst full-length docu-
mentary on the Cuban Free-
dom Flights. which brought
265,000 refugees 10 South.
Florida between 1965 and
1973. will debut this week on
WPBT -PBS 2.
My Suitcase Full of Hope:
The Story of the Cuban Free-
dom Flights, directed by film-
maker Joe Cardona of Celia
The Que,'n and The Flight of
Pedro Pan fame, will air at 8
p.rn. Thursday.
.The documentary, inspired
by The Miami Herald's Free-
dom Flights Database project.
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GAMBLING LAWS
chronicles how the refugees
on those nights - who
arrived at a rate of about 200
a day on two daily weekday
flights - helped shape Little
Havana and dealt with the
culture shock of starting a
new lite in exile.
"I was A little iMIll boy
when 1 got (If{ that flight. I
didn't know it then, but my
life would chang(' {mever,"
said Lauro Chapelin, 57, who
was l1 when he took a seat
onboard the first Freedom
Flight from Varadcro that
landed at Miami International
Airport to great fanfare on
Dec. 1. 1965. The flights had
been start('d by President
Lyndon B. Johnson as a way
to stop Camarioca, an
impromptu boatlift out n{
Cuba in the summer of 1965.
Ghapelin's recollection of
the tlight that brought him to
America is not pleasant. "1
had never been on a plane
before .md was terribly air
side; I was glad to get off."
A photograph taken by a
Miami Herald photographer
that day shows Chapelin
climbing down the stairs o{
the plane with his {amily. l1w
documentary is narrated by
Grammy Award-winninll:
singer Willy Chirino.
Poker
is it skill or chance?
'POKER,FROMlB
steam. The Florida Legisla-
ture this month approved
higher-stakes poker at the
state's Indian casinos and
parimutuels. During the leg-
islative session, skill was
mentioned as one reason
lawmakers should allow
higher stakes - with the idea
that more chips in player!"
hands allow for skill to playa
larger role.
The state must still reach a
final gambling deal with the
Seminole Tribe before. the
new poker rules take effect.
COURT RULINGS
Adding to the momentum
are court cases involving
poker in Colorado, Pennsyl-
vania and South Carolina,
where judges ruled that
poker was predoolioalltly
skill-based.
The Washington-based
lobbying group Poker Players
Alliance is making the case
ior poker as a skill game and
lent support in all three court
cases.
"Poker's only a gamble
when you don't know what
you're doing," said John Pap-
pas, the alliance's executive
director.
The three court decisions
did not change the legell sta.
tus in their respective states, r;.
but poker supporters are dt~
iog the cases in their lobby-
ing of Slate lawmakers and
are hoping to take the matter
to stale supreme courts. :
ACADEMIC STUDIES
Aside irom their recent;
COllrt successes, Pappas and:
other poker supporters have:
bt.-en encouraged by two aca- :
demic studies that also found i
skill to be the deciding factor i
in poker. ;
Instead of computer mod-
els, both studies analyzed!
actual hands of poker played i
on the Internet - the wide- ~
spread popularity of online:
poker provided a maS!liVe ~
data pool. 1
Perhaps tbe key finding ~
came from a study coau. .
thored by Sean McCulloch. :
an associate professor of:
Mathematics and Computer:
Science at Ohio Wesleyan
University.
The study examined i
liB million hands of Texas i
Looking
for the
Right
Job?
Turn to
Employment
ads in
careerbuilder'
in The Miami Herald
and onUne at
MiamiHeraldcomlcareerbuilder
Hold 'Em poker played on
the PokerS tars website. It
found the winner - more
than three out of (our times
- was determined solely by
betting with no player seeing
their opponent's cards.
Betting is "the thing that
you have complete control
{IVer, lIothing tvtr ol;tke~ you
bet," said well-known Las
Vegas poker pro How.lrd
"The Professor" Lederer. He
has helptd th~ poker alli.1mce
craft its poker-as.skill cam-
paign.
"Winning this argument of
ideas in courts and in the
court of public opinion is
going to be very important,"
Lederer said.
Gambling opponents,
however, find the debate
laughable at best.
John Sternberger of the
Florida Family Policy Coun-
cil called it "hilarious" that
the poker community i~ try.
ing 10 separate itself {rom the
g-ambling lahel. Sternberger
said he somewhat respected
the seriousness with which
poker boosters are analyzing
their game, but he also said
that energy would be better
spent analyzing gambling's
overall negative conse-
quences.
'DESTRUCTIVE'
Tho!le consequences
include divorce. addiction,
!!uicide and bankruptcy,
Sternberger said.
"All gambling is either
unhealthy, unproductive or
destructive," Stemberger
said.
Though poker players
may think of their pastime as
more skill-based than, .~ay, a
slOI machine, the Florida
Council Oil Compulsive
Gambling fields calls {rom
both poker and slot!! addict!!.
Poker addicts, in fact,lend
to be more than $10,000
deeper in debt than the slots
players who call.
Pat Fowler. executive
director o{ the gambling
council, doesn't dispute
poker has skill clemenls, bul
says highly-skilled players
that can make a living from
poker are the exception, not
the rule.
Most poker players aren't
quite thaI good, she said, and
most ultimately lose money.
"Often poker players do
get in over their head more
quickly llnd (or greater
amounts because they
believe that they have more
skill than they do," Fowlo."!r
said.
.......... ...............;]
CITY OF SUNNY ISLES BEACH ,
SPECIAL CIlY COMMISSION MEETING '
NOTICE OF PUBUC HEARING .
NOTICE IS HEREBY GIVEN that the City Commission of
the City of Sunny Isles Beach, Florida, will hold a Special City
Commission Meeting/public hearing in the Sunny Isles Beach
Government Center, David P. Samson Commission Chambers,
18070 Collins A venue, SUMY Isles Beach, Florida, on Friday,
June S, 2009, at 10:00 a,m., to consider final adoption of the
following proposed Ordinance:
AN ORDINANCE OF THE CITY COMMISSION OF
TIlE CITY OF SUNNY ISLES BEACH, FLORIDA,
AUTHORIZING A LOAN IN THE PRINCIPAL
AMOUNT OF $10,000,000 IN ORDER TO IlNANCE
THE COST OF CAPIl AL EXPENDITURES TO BE
MADE BY THE CITY; APPROVING THE FORM OF
AND AUTIlORIZING THE EXECUTlON BY THE
MAYOR OR VICE MAYOR OF A PROMISSORY
NOTE AND A LOAN AGREEMENT IN
SUBSTANTIALLY THE SAME FORM AITACHED
HERETO AS EXHIBIT "A- WITH BANK OF
AMERlCA,N,A.; PROVIDING FORSEVERABIUTY;
PROVIDING FOR REPEALER; PROVIDING FOR AN
EFFECTIVE DATE.
Inquiries regarding this item may be directed to the City Clerk at
305.792-1701 A copy of this document is available for public
inspection during nonnal business hours in City Hall.
Jane A. Hines, CMC, City Clerk
All persons are invited to appear at this meeting or be represented by
an agcnt. or to express their views in writing addressed totheCit)'
Commission c/o the City Clerk. City of Sunny Isles Beach, 18070
Collins Avenue, Sunny Isles Beach. Florida. JJ 160. Any person
wishing to address the City Commission.t a public hearing is asked
10 register with the City Clerk by completir;g a public spe.kers' card
prior to the item being heard. The hearins on these manelS may be:
continued .t this metling and under such circurnscances, additional
legal notice would nOI be provided. Ifa pmon decides to IJlpeal any
decision made by the Cily Comminion with respecllo any matttr
considered at such meeting, they will need a n:cord ofthc: proccc:dings
and,forstJch purpose, may need to ensurc Ihal I verbatim record of
Ihc procCCliings is made, which record includes Ihe testimony and
evidence upon which the appeal is to be blSQ1. This notice does not
constitute consent by the City for introduction or admission of
otherwise inadmissible or ine!tvanl evidente, nor docs it authorize
challenges or appeals not otherwise allowed by law
In aCCOfdance with the Americans with Disabilities Act. all penons
who art disabled and who need spetial accomrncdations 10 participate
in this meeling because o( that disability should contlct the: City
Manlger II JOS.947-0606, no Iller than 48 hou~ prilX 10 the
proceedings; if hcaring impaired, plelSe telephone the lTY line al
JOS.792.IS90 for assistance.
"Want some opinion with your omelet?"
Nothin~ goes be-lIer wiih bl'eakfH~t
Ihan TIll' Mh.lIni Herold, dcli'tl'rccl.
MIAM5
a;mn'iiiil
MIAMI-DADE COUNTY PROPOSED SUBSTANTIAL
AMENDMENT TO THE FY 2008 ACTION PLAN WITH
FUNDING FROM THE COMMUNITY DEVELOPMENT
BLOCK GRANT RECOVERY (CDBG-R) PROGRAM OF
TITLE XII OF DIVISION A OF THE AMERICAN
RECOVERY AND REINVESTMENT ACT OF 2009
A pdlK hearilg is sclleduled lor the Bowd of COUflty Corrmissooers Meettng on June 2. 2009. lit 9:30 am. in the
BOlI"d of County Commissioners Ctllll'nbers located on !he second level 01 the Stephen P CIat Center. 111 tfN 1st
Slreet,Miami,Fk:Jrida ThepOOKl5l1111ltedlOattendandcorrment Thepilposeolltll5rnee!ingl5togivelhepook
an opportunity to c:onvnenl on this proposed plEIn amendment in a Public Heamg. ColM1eflls may also be staimfted
in wriing from May 26,2009 unt' June 2. 2009 lit 930 A.M. 10 the attention of ShaIey Jones Horn, Difedor, Miami-
Dade County Olfice 01 Commumty and Econon>>c Oevelopment. 101 fM 1st COIrt Miami, Fkri:l133136 Please
contact bnG'h. P1ann.,g, COmrnJnityOuveach and ReatEslale Section S~. at (166) 469.2100, fyou have
any questions concerning this adioo. Federal regullltoos oovernng !he COlTllTllUlity Development BIod Grant
Recovery1urwlsrequi"ethatap~lltllgjuisdictionf)<<l'li:lecitiZf.:nswithreasonablenotICatl,andanopportunityto
comment on. any staistantiat amerwlments to the FY 2008 Action Plan. Miami-Ql!Ide County is propD$lIlg to make the
8Il1erldmentsndicatedbelow
AGENCY
IrAiami-Dade OCED
Recommended Allocation of CDBG-R Funds
AGENCY ACTIVITY NAME CATEGGRY CATEGGRY SOURCE
CenlroCall1lesi'lo Foreclosll'"l! PtaillC SeMCe5 5183162 CDBG-R
F~erCenler Prelo'ention
HispanicCoakti:ln Foreclos...e PtaillCServices 5183,162 CDBG-R
C"" Prelo'enlion
NANAY Foreclos...e PubllCSMlices 5183,162 COO""
Prelo'ention
Neighborhood oreclosln' Ptblic$ervices 1 .1 CDBG-R
HousngServices Prevention
Small Business Economit
f.bmt.DfldeOCED Assistance Loan 51.953.122 COBG-R
"""'"'" Development
lrAiami-Dade InlnlstructlJ"e Capital $1,109,509 COB""
PtailicWort.s Ill1IfOYl!ments tlT1lfovemenls
IrAirm.D8de OCED Administralionand Administrabonand $488,432 COB""
PBnnlAg Planning
Totat Redistribution 4,884,311 CDBG-R
of CDBG.R FurKIs
A person ....1'10 decides to ~pesl sny deCislOfl made by Iny boll"d, agency or comflllSslOn ....lt1 respect to any m8ller
considered at the meeting or hetri1g will need a record of the proceedings, Such pmon Il1JsI eIlSlJ"e ttW I vertllKlm
rec<<d 01 the proceedll'l{ls is made, Il1Ckldlng the Iesbmony and evidence upon which the Ippest is 10 be based Sign
languagel1lefJlfettnareavail8bleuponrequesl Pleasecall(166)469.21oo8tleaslfrveI5)daysiflad\lanc:a
I-
Enter to WIN one week of summer
camp at Miami Seaquarium!
Summer campers at Miami Seaquarium enjoy fun-filled dayS
of education and conservation inctuding participating in animal
interactions, watching marine mammal shows, creating art
projects, playing games, and more marine-related fun.
MIAMI""~~w '?~.
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Enter now at tY\Ot'Y\SmiamLc.OM
110 MCII.lSE ISMKESWlY TO (.Utlll WIll. Mull bf lI<<olt:ltr Vid ~ U5.1tWtnt -.it~tlltnl oll:ltsl.8f9ms 1l.J,.19.1OO9n tIIds w 12. 2WJ
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lotnl."..-.dIolI~tr.-s4llC1llftJl!s.b90ClIO"'JIIOl'IJ~.~~olIllltohillrKtions.
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TELEVISION
THE MIAMI HERALD I Miarl1lHf.'r<lld.com/Broward
B1
MONDAY, MAY 25, 2009 I 58
BROWARD & STATE
.......
Movie details Freedom Flights
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BY LUISA YANEZ
lya"",~Miaml"'erilld.c.om
The lirst full-length doC'u~
menlary on the Cuban Free-
dom Flights. which brought
265,000 reiugec5 to South
Florida between IIl6S and
1973, will debut this wce-k on
WPBT .PBS 2.
My Suitcase Full of Hopf':
The Story of the Cuban Pref'-
dom Flights. directed hy film.
maker Joe Cardona oi Celia
1'hf' Queen and The Flight Ilf
Pedro ['all fame, will air at 8
p.m. Thmsday.
lnc documentary, inspired
by The Miami Herald's Free-
dom Flights Database project,
GAMBLING LAWS
chroniclei how the refugees
on those flights - who
arrived at a rate of about 200
i1 day on two d3ily we~kd3Y
tlights - helped shape Little
Havana and dealt with the
cultur~ shock of starting a
new life in ~xile.
"I was a little farm boy
wh~n t got o{{ that llit;ht. I
didn't know it then, but my
life would change fOCl:ver,"
said Lazaro Chapclin, 57. who
was 13 when h(' took a se<lt
onboard the first Freedom
Flight from Varadero that
landed at Miami International
Airport to great fanfare on
Dec. 1, 1965. The tlights had
been started by President
Lyndon B. Johnson as a way
to stop Camarioca. an
impromptu boat lift nut 01
Cuba in the summer of 1%5.
Chapelin's recollel.-tion 01
the llight that brought him to
America is oat pleuant. "I
had never been on a plane
b~i(lre and was terribly air
sick; I was glad to get o(f.-
A photograph uken by a
Miami Herald photographer
that day shows ChapeliD
climbing down the stairs oi
the plane' with his family. TIle
documentary is narrated by
Grammy Award-winning
singer Willy Chirino.
Poker
is it skill or chance?
'POICER,fROMI8
5t~am. Th~ Florida Legisla.
ture this month approved
higher-stakes poker at the
state's Indian casinos and
parimutuels. During the leg.
islative session, skill was
mentioned as one reason
lawmakers should allow
higher 5takes - with the idea
that more chips in players'
hands allow for skill to playa
lar~er role.
The state must still reach;1
tinal gambling d.eal with the
Seminole Tribe before the
new poker rules take effect.
COURT RULINGS
^ddin~ to the momentum
are court cases involving
poker in Colorado, Pennsyl.
vania and South Carolina,
where judges ruled that
poker was predominantly
skill.based.
The Washington-based
lobhying group Poker Players
Alliance is making the case
for poker as a skill game and
lent support in all three court
cases.
"Poker's only a gamble
when you don't know what
you're doing," said John Pap-
pas, Ihe alliance's executive
director.
The three court decisions
did not change the legal sta.
tus in their respective states, r ..
but poker supporters are cit~
ing the cases in their lobby.
ing of st31e lawmakers and. ~
are hoping to lake the matter ~ I
to gtate suprem~ courts. :
ACADEMIC STUDIES i
Aside from their recent:
court successes, Pappas and ~
other poker supporters have ~
been encouraged by two aca- ~
demic studies that 31so found ~
skill to be the dt'cidin~ iactor i
in poker. .
Illstead of computer mod- :
cis, both studies analyzed:
actual hands o{ poker played ~
on the Internet - the wide. ;
spread p<IPularity 01 online!
poker provided a massive ~
data pool. :
Perhaps the key finding:
came from a study coau-;
thored by Scan McCulloch,
an associate professor of
Mathematics and Computer!
Science at Ohio Wesleyan
University. '
The study examined'
103 million hands of Texas
Loo~ng
for the
Right
Job?
Turn to
Employment
ads in
careerbuilder"
in The Miami Herald
and onUne at
M'~miHeraldcomlcareerbuilder
Hold 'Em poker played on
the PokerStars website. It
lound the winner - more
than three out of four times
- wa~ detellnill~d soldy by
betting with no player seeing
their opponent's cards.
Betting is "the thing that
you have complete control
o\'er, nothing ever makes you
bet," said well-known Las
Vegas poker pro Howard
"The Professor" Lederer. He
has helped the poker alliance
craft its poker-as. skill cam.
paign.
"Winning this argum(~nl of
ideas in courts and in the
court of public opinion is
going to be very important;'
u-d(~rcr s.lid.
Gambling opponents,
however, find the debate
laughable at best.
John Sternberger of the
Florida Family Policy Coun.
cil called it "hilariaus" thaI
the poker community is try.
ing to separate itself from the
gambling label. Stemberger
said he somewhat respected
the seriousness with which
poker boosters arc analyzing
their game, but he also said
that energy would be better
spent analyzing gambling's
oVNall nel!!:ative conse.
quences.
'DESTRUCTIVE'
Those consequences
include divorce. addiction,
suicide and bankruptcy,
Stemberger said.
"All gambling is either
unhealthy, unproductive or
destructive:' Sternberger
said.
Though poker players
may think of their pastime a~
more skill.based than, say. a
slut machine, Ihe Florida
Coullcil on Compulsive
Gambling lic1ds calls from
both poker and slots addicts.
Pokl~r addicts, in iact, tend
to be more than $10,000
deeper in debt than tbe slnts
players who call.
Pat Fowler, eXt~C"utivl~
director of the gambling
council, doesn't dispute
poker has skill elements, but
says highly-skilled players
that can make a living from
poker are the exception. nol
the rule.
Most poker players aren't
quite that good. she said, and
most ultimately lose money.
"Often poker pl3yers do
gel in over their head more
quickly and (or gre3ter
amounts because they
believe that they have more
skill than they do," Fowler
said.
CITY OF SUNNY ISLES BEACH 1
SPECIAL CITY COMMISSION MEETING .
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that the Cily Commission of
the City of Sunny Isles Beach, Florida, will hold a Special City
Commission Meeting/public hearing in the Sunny Isles Beach
GovemmentCenter, David P. Samson Commission Chambers,
18070 Collins Avenue, Sunny Isles Beach, Florida, on Friday,
June 5, 2009, at 10:00 a.m., to consider final adoption of the
following proposed Ordinance:
AN ORDINANCE OF THE CITY COMMISSION OF
mE CITY OF SUNNY ISLES BEACH, FLORIDA,
AUTHORIZING A LOAN rN THE PRINCIPAL
AMOUNT OF $20,000,000 IN ORDER TO FINANCE
THE COST OF CAPITAL EXPENDITURES TO BE
MADE BY THE CITY; APPROVING THE FORM OF
AND AUTHORIZING THE EXECUTION BY THE
MAYOR OR YICE MAYOR OF A PROMISSORY
NOTE AND A LOAN AGREEMENT IN
SUBSTANTIALLY THE SAME FORM AITACHED
HERETO AS EXHIBIT 'A- WITH BANK OF
AMERICA.N,A.; PROVIDING FORSEYERABIUTY;
PROVIDING FOR REPEALER; PROVIDING FOR AN
EFFECTIVE DATE.
"Want some opinion with your omelet?"
Nt\thill~ gnes bell('1" wilh breaUH'iot
Ihan Th~' Mimni Heruld. lkliwn,..d.
MIAH~
~iiiiI
MIAMI-DADE COUNTY PROPOSED SUBSTANTIAL
AMENDMENT TO THE FY 2008 ACTION PLAN WITH
FUNDING FROM THE COMMUNITY DEVELOPMENT
BLOCK GRANT RECOVERY (CDBG-R) PROGRAM OF
TITLE XII OF DIVISION A OF THE AMERICAN
RECOVERY AND REINVESTMENT ACT OF 2009
A pltlk hearng is scheduled lor the Board 01 Countv CommisslO/ler1 Meef1n9 on June 2. 2009, at 9:30 a.m, in the
Board d Countv Commissioners CharrDers located OIl the second level of the Stephen p, C\artI. Center. 111 tm 1st
Steel, MMU, Fbrida. The pltlic is invbd to attend and conmenl The pll'pose 01 this meeting is to grve the pltlic
an oppor1unity to ~I OIl this prqlOsed plan amendment in a Public Heamg, Conments may.no be submill:ed
in ring t-om May 26.2009 unll ~me 2, 2009 at 9:30 A.M. 10 the attention d Shaky Jones Horn. Onctor. Uiani-
Dade Countv ~1Ce of Corrmunily and Economic Oeveklpment, 101 NW 1st Coll1, Uiarri. Florida 33136. Please
conlact Brien Gih. Plannng. Commmily Outreach end Real Estate Section Sl4lfIr\'isor.at (186) 469-2100,' you heve
eny questions concerning this lldion, Federal regulation, governng the Community Development Bbet Grant
Recovery funds requi'e th81 a participatilgjlnsdiction pnM;le citizens wilhreasonable notice 01. end en opportuntylo
convnenl on, Ilny sltlsl8nlial amendments to !he FY 2008 Ac1ion Plan MlBni-Oade County is proposng to malte!he
M'\endmenbndicatedbelow-
AGENCY
Miami-Ollde OCED
Inquiries regarding this item may be diretted to the City Clerk at
305-792-1703. A copy of this document is available for public
inspection during nonnal business hours in City Hall.
lane A. Hines, CMC, Cily Clerk
All persons are invited to appear at this meetiog or be repreSCllled by
an agent, or 10 express their views in writing addres.sed 10 the City
Commission tlo the City Clerk, City of Sunny Isles Beach, 18070
Collins Avenue, Sunny Isles Beach, Florida, J)16O. Any person
wishing to address the City Commission at I public hearing is asked
to register with the City Clerk by completir,g a public speakers' card
prior to the item being heard. The hearing on these: matters may be
continued atlhis meeting and under such circumstances. additional
legal notice would nOI be provided. lfa pcrson decides to appc:al any
decision made by lhe City Commission with respect to any matter
considc:redllsuchmeeling,tl1eywillnec:dlrecordoftheproccedin,p
and,forsuch purposc:, may need 10 ensure thaI I verbltim record of
the: proceedings is made, which record includes the testimony and
evidence upon which the appalls to be based. This notice does not
constitute consent by the City for introduction or admission of
otherwise lnadminible or irrelevanl evidence, nor does it luthorize:
challenges or appnls not otherwise allowed by law
~::~:~l~i~~h~=i~~~~i:t~~~~~=~
in Ihis meeting because of thaI disability should conllct the City
: Manager 81 30~.941.o606. no Iller than 48 hours price- 10 the
i proceedings; jf hearing imp!. ired. pl.ase lelephooe ~e TTY Hoe a. 1
C2.IS90f"as,;sta",e ...J
Recommended Allocation of COBG~ Funds
AGENCY ACTIVITY NAME CATEGORY CATEGORY SOURCE
Cen"oCa~esilo Foreclosln PltIIICSer.1ces $183.162 CD8G-R
FlrnlWOrkerCenter Prevention
Hispanic Coalition Foreclost.re PltIlIC Ser\Qs $183.162 CDBG-R
Con> Prevention
NANAY Foreclosln P\JIlic SeMceS $183,162 C08G-R
Prevention
Neighborhood Foreclosoce Public SeMce5 1 1 CDBG--R
HoUSing Seivioe, Prellentioo
Small Busine,s E_
l.4Iami-OadeOCEO Assistance loan $1,953.122 COBG-R
p"",,", Delleklpment
l.4Iamt--Oade lnfrastrudll"e Captlll $1.109.509 C""""
PublicWon.$ lmprovemenf$ ,''''-
Miam+-oadeOCEO AdlT'llnistrationand Administrationllnd $488.432 COBG-R
Planning Planning
TotalR,dlstribubon 4,884.311 COBG-R
of COBG-R Fundi
A person who decides to Ilppeal any decision made by any baird. agency or comll1ssion with ~ to any lMtter
considered al the meebng or heari'lg will need a remn:I ot!he proceedings. Such pen;0Il IT'llst en'lJ"e thai a verbatim
recad d the proceedngs is made, indJding the le$tinony arid evidence ~ which the Ilppeat is 10 be based. Sign
langu8!lentefJll"eter1BfelMJilable~reque'tPleasecall(11161469.2100atleasllive(5IdeysinlllMnoe
+
Enter to WIN one week of summer
camp at Miami Seaquarium!
Summer campers at Miami SeaQuarium enjoy fun-filled days
of education and conservation, including participating in animal
interactions, watching marine mammal shows, creating art
projects, playing games, and more marine-related fun.
MIAMI" WG-";: 2,<,
SEAOUARIU.... """"om"""",,,",,,"
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Enter now at tY\OtY\Smiami,~o",
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'IoId wtJeJt P/O!~rltd. S/lOIlWft~bf lilt I'UrlI ~dId HNJ(Olf(IolIIy. OntIltrJldPbra. M4.n ft nl~l.
lotolfl'..nIloI{Olf(I~I(uIrI,WlCItIft,)lIs.~OI1lo.......llIOlISIliMIi.CIfIl/!i:~oIfldrollwdirfctlOl'6.